Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Gulfport Energy Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate U.S.$250,000,000 principal amount of the Issuers’ 8.000its 7.750% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, to be dated as of December 4October 17, 2012 (the “Indenture”), among between the IssuersCompany, the Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “TrusteeGuarantors” and such Guarantees, the “Guarantees”). The Credit Suisse Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the USA) LLC (“DepositoryCredit Suisse”) pursuant has agreed to a letter act as the representative of representations, to be dated on or before the Closing Date (as defined Purchasers in Section 2 hereof) (connection with the “DTC Agreement”), among offering and sale of the Issuers and the DepositaryNotes. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date among the Company, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined below), under the circumstances set forth therein, “Commission”) (ia) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange NotesOffer Registration Statement”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to another series of the resale by certain holders of Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and in each casecertain administrative terms (the “Exchange Notes”), to use its best efforts to cause such be offered in exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to be declared effective. All references herein Rule 415 of the Securities Act relating to the Exchange resale of the Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “related Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Offered Securities;” and the Exchange Notes and the related Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, Each of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers Company and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together hereby agrees with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPCapital One Auto Receivables, LLC, a Delaware limited partnership liability company (the “PartnershipSeller” or “Depositor”), and Legacy Reserves Finance CorporationCapital One, National Association, a Delaware corporation national banking association (“Legacy Finance,” and together with the Partnership, the “IssuersBank”), propose to issue confirm their agreement with RBC Capital Markets, LLC, BofA Securities, Inc. and sell to ▇▇▇▇▇▇▇ LynchFargo Securities, PierceLLC (the “Representatives”), ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as representatives of the several underwriters (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Underwriters”) and listed in Section 2 of the other several Initial Purchasers named in Schedule Terms Exhibit attached hereto as Exhibit A (the “Initial PurchasersTerms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2020-1, a Delaware statutory trust (the “Issuer”), acting severally and not jointly, will issue the respective amounts set forth notes specified in such Schedule A of $300,000,000 aggregate principal amount Section 1 of the Issuers’ 8.000% Senior Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, to be dated as of the Closing Date (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters a portion of the Issued Notes due 2020 in the amounts specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act Income Services LLC, as the Representative of the several Initial Purchasers assets representations reviewer (the “RepresentativeAsset Representations Reviewer”) in connection ), for compliance with the offering and sale certain of the Securities representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as Capitalized terms used herein but not defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form herein or in the name of Cede & Co., as nominee of The Depository Trust Company (Terms Exhibit shall have the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined meanings given such terms in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled Appendix A to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Sale Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefroma shelf registration statement on Form SF-3 (No. Pursuant 333-226529), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended was declared effective by the Securities Commission on November 6, 2018 and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, if prior to the execution and delivery of this Agreement, such Securities are registered for sale amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Securities Act or if an exemption from the registration requirements of the Securities Act Act, is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to in this Agreement as the “Pricing Disclosure PackageRegistration Statement.” Promptly after For purposes of this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amendedAgreement, the “Exchange Act,effective date” means the later of (a) the date and time as of which termthe Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as used herein, includes of which the rules and regulations Prospectus (as defined below) is deemed to be part of the Commission promulgated thereunder) prior Registration Statement pursuant to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed Rule 430D under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Act.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Prime Auto Receivables Trust 2020-1)
Introductory. Legacy Reserves LPThe Mississippi Band of Choctaw Indians d/b/a Choctaw Resort Development Enterprise (the "Issuer"), a Delaware limited partnership business enterprise of The Mississippi Band of Choctaw Indians, a federally recognized Indian Tribe and Native American sovereign nation (the “Partnership”"Tribe"), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ LynchBanc of America Securities LLC, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as Barney Inc., ▇▇▇▇▇ Fargo Brokerage Services, LLC and Banc One Capital Markets, Inc. (the Representative "Initial Purchasers"), acting severally and not jointly, $200,000,000 aggregate principal amount of the several Initial Purchasers Issuers' 9 1/4% Senior Notes due April 1, 2009 (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”"Securities"). The Securities will be issued pursuant to an indenture, to be dated as of December 4March 30, 2012 2001 (the “"Indenture”"), among the IssuersIssuer, the Guarantors (as defined below) Tribe and ▇▇▇▇▇ Fargo Bank, National AssociationFirstar Bank N.A., as trustee (the “"Trustee”"). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4March 30, 2012 2001 (the “"Registration Rights Agreement”"), among the Issuers, the Guarantors Issuer and the Initial Purchasers, pursuant to which the Issuers and the Guarantors Issuer will be required agree to file with the Commission (as defined below)file, under pursuant to the circumstances set forth therein, (i) a registration statement under with the Securities Act and Exchange Commission (the "Commission") registering the Exchange Securities (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “"Securities Act”)," which term, relating to as used herein, includes the resale by certain holders rules and regulations of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”Commission promulgated thereunder). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “"Subsequent Purchasers”") on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“"Rule 144A”") or Regulation S under the Securities Act (“"Regulation S”")). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Mississippi Band of Choctaw Indians Dba Choctaw RSRT DVLP E)
Introductory. Legacy Reserves LPCelanese US Holdings LLC, a Delaware limited partnership liability company (the “PartnershipCompany”), and Legacy Reserves Finance a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersParent Guarantor”), propose proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”), ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇MLPFS”) and the other several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 500 million aggregate principal amount of the Issuers’ 8.000Company’s 3.500% Senior Notes due 2020 2024 (the “Notes”). Citigroup, ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ has and MLPFS have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4May 6, 2012 2011 (the “Base Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to the Base Indenture, among the Company, the Guarantors and the Trustee. The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) ), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) September 16, 2010 (the “DTC Agreement”), among the Issuers Company and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant Subject to the terms and conditions of the Registration Rights Agreement. The Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” Parent Guarantor and (ii) any subsidiary the subsidiaries of the Partnership formed or acquired after Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectivelyParent Guarantor, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPParsley Energy, LLC, a Delaware limited liability company (the “General PartnerCompany”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLCand Parsley Finance Corp., a Delaware limited liability company and a wholly owned subsidiary of the Partnership corporation (“Operating GPFinanceCo” and, together with the Company, the “Issuers”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership agree with ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Operating PartnershipRepresentative”) and the several initial purchasers named in Schedule A hereto, for whom you are acting as representative (together with the Representative, the “Purchasers”). The Securities will , subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Purchasers an aggregate $200,000,000 principal amount of their 6.250% Senior Notes due 2024 (the “Notes”) to be issued pursuant to an under the indenture, to be dated May 27, 2016 and as of December 4, 2012 supplemented through the Closing Date (as defined below) (the “Indenture”), among between the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo U.S. Bank, National Association, as trustee Trustee. The Notes will be unconditionally guaranteed (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Guarantee” and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file together with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein the “Offered Securities”) as to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the entities listed on the signature pages hereof Schedule B hereto that is identified as “Guarantors” and (ii) any subsidiary a guarantor of the Partnership formed or acquired after the Closing Date that executes notes (each a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesGuarantor”). The Notes and the Guarantees related thereto are herein collectively referred to constitute “Additional Notes” (as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, such term is defined in the form Indenture) and substance will be issued pursuant to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent and in compliance with the Indenture. The Issuers have previously issued $200,000,000 aggregate principal amount of 6.250% Senior Notes due 2024 (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “CommissionNotes”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefromIndenture. Pursuant The Notes will have terms identical to the terms Initial Notes, other than the issue date, and will be treated as a single series of the Securities and debt securities for all purposes under the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationKansas City Southern, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 550,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 3.500% Senior Notes due 2020 2050 (the “Notes”). BofA Securities, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has & Co. LLC have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 49, 2012 2015 (the “Base Indenture”), among the IssuersCompany, as issuer, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementDepositary”), among the Issuers and the Depositary. The holders of the Securities will be entitled Pursuant to the benefits of a registration rights agreementIndenture, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis(the “Guarantees” and, together with the Notes, the “Securities”), jointly and severally, on a senior unsecured, unconditional basis by (i) the entities listed on the signature pages hereof as “Guarantors” and Schedule B hereto (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Company has prepared and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-221537), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered the offering thereof from time to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser time in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:accordance with
Appears in 1 contract
Introductory. Legacy Reserves LPCheniere Energy Partners, L.P., a Delaware limited partnership (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together agrees with the Partnership, initial purchasers named in Schedule A hereto (the “IssuersPurchasers”)) subject to the terms and conditions stated herein, propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of aggregate $300,000,000 aggregate 1,100,000,000 principal amount of the Issuers’ 8.000its 5.625% Senior Notes due 2020 2026 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act The Notes shall be issued under the indenture dated as the Representative of the several Initial Purchasers September 18, 2017 (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Base Indenture”), among the IssuersCompany, the Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York Mellon, as trustee Trustee (the “Trustee”). The Securities , as supplemented by a second supplemental indenture that will be issued only in book-entry form in dated as of September 11, 2018, relating to the name of Cede & Co., as nominee of The Depository Trust Company Notes (the “DepositorySecond Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”), Cheniere Pipeline GP Interests, LLC (“CTPL GP”) pursuant and initially prior to a letter the application of representationsthe proceeds of this offering, to be dated on Sabine Pass LNG-LP, LLC (“SPL Member”) and (ii) any subsidiary of the Company formed or before acquired after the Closing Date (as defined herein) that executes an additional guarantee in Section 2 hereof) accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to such guarantees (the “DTC AgreementGuarantees”), among the Issuers . The Notes and the DepositaryGuarantees attached thereto are herein collectively referred to as the “Securities”. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 the Closing Date (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under with the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes and Exchange Commission (the “Exchange NotesCommission”) to be offered in registering the exchange of registered securities for the Notes (the “Exchange Offer”) Securities or (ii) a shelf registration statement pursuant to Rule 415 resale of the Securities under the United States Securities Act of 1933, as amended (the “Securities Act”), relating ) with terms substantially identical to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees Securities (the “Guarantees”). The Notes and Exchange Notes” which, along with the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto thereto, are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amendedA preliminary offering memorandum, the “Securities Act,” which termdated September 6, as used herein2018, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded documents incorporated by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 reference therein (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein ) relating to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:to
Appears in 1 contract
Sources: Purchase Agreement (Cheniere Energy Partners, L.P.)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “General PartnerSeller” or “Depositor”), is and Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with RBC Capital Markets, LLC (the Partnership’s sole general partner. Legacy Reserves Operating GP LLC“Representative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-3, a Delaware limited liability company and a wholly owned subsidiary of statutory trust (the Partnership (“Operating GPIssuer”), is will issue the sole general partner notes specified in Section 1 of Legacy Reserves Operating LP, a Delaware limited partnership the Terms Exhibit (the “Operating PartnershipIssued Notes”). The Securities will be issued ) pursuant to an indenturethe Indenture, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the IssuersSeller, the Guarantors Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under . Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under Terms Exhibit shall have the Securities Act (as defined below) relating to another series of debt securities of the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Securities Act or if an exemption from Act, is referred to in this Underwriting Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof prospectus (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandumsuch prospectus, the Pricing Disclosure Package as amended and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amendedsupplemented, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunderProspectus”) prior relating to the Time Notes and the method of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:distribution thereof.
Appears in 1 contract
Sources: Underwriting Agreement (Santander Drive Auto Receivables Trust 2023-3)
Introductory. Legacy Reserves LPOption Care Health, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ LynchBofA Securities, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 500,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 4.375% Senior Unsecured Notes due 2020 2029 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ BofAS has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4October 27, 2012 2021 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankAnkura Trust Company, National AssociationLLC, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;.” The Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the Exchange Notes guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the Guarantees related other lenders party thereto are herein collectively referred to governing the Company’s existing first lien term loan facility (as the “Exchange Securities.” On amended, modified or supplemented on or prior to the Closing Datedate hereof, the Initial Purchasers will execute an escrow agreement“Existing First Lien Term Loan Facility”) to, in the form among other things, provide $600 million of refinancing borrowings and substance extend its maturity to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent 2028 (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow AgreementNew First Lien Term Loan Facility”), and will direct (ii) amend the deposit in an escrow account credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “Escrow AccountABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the Escrow Agentchanges to the New First Lien Term Loan Facility (collectively, of the net proceeds from the “Refinancing Transactions”). The issuance and sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that Notes, the escrowed funds shall only be released and paid out pursuant to the terms issuance of the Escrow Agreement. It is understood and agreed to by Guarantees, the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments Refinancing Transactions as described in the Permian Purchase Agreement. The Issuers Pricing Disclosure Package, and the Guarantors consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are herein referred to collectively herein collectively, as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesTransactions.” This Purchase Agreement (“Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture”), the Securities and the Exchange Securities Indenture are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumpreliminary offering memorandum, dated November 12October 20, 2012 2021 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19October 22, 2012 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
Appears in 1 contract
Introductory. Legacy Reserves LPRBS Global, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, Rexnord LLC, a Delaware limited liability company (each, an “Issuer” and together, the “General PartnerIssuers”), is agree with the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership several initial purchasers named in Schedule A hereto (the “Operating PartnershipPurchasers”). The Securities will ) subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S.$500,000,000 principal amount of the Issuers’ 4.875% senior notes due 2025 (the “Offered Securities”) to be issued pursuant to under an indenture, to be dated as of December 47, 2012 2017 and as supplemented through the Closing Date (the “Indenture”), among between the Issuers, the Guarantors (as defined below) ), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co., as nominee principal and interest by all of The Depository Trust Company (the “Depository”) pursuant to a letter existing and future domestic subsidiaries of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and that guarantee the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act Credit Agreement Amendment (as defined below) relating to another series of debt securities of (such subsidiaries, the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notessuch guarantees, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and In addition, Rexnord Corporation, a Delaware corporation (“Rexnord Corporation”) will provide a separate guaranty of the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing DateOffered Securities that will provide, the Initial Purchasers among other things, that it will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent released at any time upon Rexnord Corporation’s request (the “Escrow AgentRexnord Guarantee”), the Trustee and the Initial Purchasers, which shall conform in all material respects . In connection with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, offering of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released Offered Securities and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resellFinal Offering Circular (as defined below), subject the Issuers and certain of their subsidiaries will enter into an amendment to the conditions set forth hereinIssuers’ Credit Agreement, all to be dated on or a portion of about the Securities to purchasers Closing Date (as defined below), with Credit Suisse AG, as administrative agent, and the lenders and other parties party thereto (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleCredit Agreement Amendment”). The Securities are to be offered and sold to or through For the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act purposes of 1933 (as amendedthis Agreement, the term “Securities Act,Transactions” which termmeans, as used hereincollectively, includes the rules issuance and regulations sale of the Commission promulgated thereunder)Offered Securities, in reliance upon exemptions therefrom. Pursuant to the terms issuance of the Securities Guarantees and the IndentureRexnord Guarantee, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements execution of the Securities Act is available (including Credit Agreement Amendment and the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”)borrowings thereunder, and have prepared the payment of all fees and delivered to each Initial Purchaser copies expenses related thereto. For purposes of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as followsAgreement:
Appears in 1 contract
Sources: Purchase Agreement (Rexnord Corp)
Introductory. Legacy Reserves LPTempur Sealy International, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Securities LLC (“▇.▇. ▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 600,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 5.500% Senior Notes due 2020 2026 (the “Notes”). ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4, 2012 the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among between the Issuers Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees are herein collectively referred to as the “Exchange Securities.” The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 on or prior to the Closing Date (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statement statement(s) to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) issuance and sale of the entities listed on the signature pages hereof as “Guarantors” and Notes, (ii) any subsidiary issuance of the Partnership formed or acquired after Guarantees, (iii) execution of the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Registration Rights Agreement and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing DateIndenture, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”iv) with the Escrow Agent, repayment of the net proceeds from the sale Company’s existing $375.0 million aggregate principal amount of the 6.825% Senior Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments due 2020 as described in the Permian Purchase Agreement. The Issuers Pricing Disclosure Package (as defined below) and the Guarantors (v) payment of all related fees and expenses are herein referred to herein collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesTransactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase AgreementSecurities, the Escrow Agreement, the Indenture, the Exchange Securities and the Exchange Securities Indenture are referred to herein collectively as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Tempur Sealy International, Inc.)
Introductory. Legacy Reserves LPLone Pine Resources Canada Ltd., a Delaware limited partnership an Alberta corporation (the “PartnershipCompany”), ) and Legacy Reserves Finance Corporationa wholly-owned subsidiary of Lone Pine Resources Inc., a Delaware corporation (the “Legacy Finance,Parent Guarantor”), agrees with Credit Suisse Securities (USA) LLC (“Credit Suisse” and together with or the Partnership“Representative”), on behalf of the several initial purchasers named in Schedule I hereto (together, the “IssuersPurchasers”), propose subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate U.S.$200 million principal amount of the Issuers’ 8.000its 10.375% Senior Notes due 2020 2017 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will to be issued pursuant to under an indenture, to be dated as of December 4February 14, 2012 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) Parent Guarantor, the other guarantors party thereto and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co.principal and interest by the Parent Guarantor and the guarantors listed on Schedule II hereto (together, as nominee of The Depository Trust Company (the “DepositoryGuarantors”) pursuant to a letter of representations; such guarantees, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementGuarantees”), among the Issuers and the Depositary. The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date, 2012 among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file one or more registration statements with the Commission (as defined below), under providing for the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to Offered Securities and the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) related Guarantees or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes Securities referred to (and the Exchange Offer are only applicable if the Issuers and the Guarantors are as defined) in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment For purposes of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow this Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPOshkosh Corporation, a Delaware limited partnership Wisconsin corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 250,000,000 aggregate principal amount of the Issuers’ 8.000% Company’s 8¼% Senior Notes due 2017 (the “Notes due 2017”) and $250,000,000 aggregate principal amount of the Company’s 8½% Senior Notes due 2020 (the “Notes due 2020” and, together with the Notes due 2017, the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ Banc of America Securities LLC has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4March 3, 2012 2010 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Company, the Trustee and the Depositary. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4March 3, 2012 2010 (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best commercially reasonable efforts to cause such registration statement statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” in accordance with the terms of the Indenture and (ii) any subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” ”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12February 22, 2012 2010 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19February 26, 2012 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
Appears in 1 contract
Sources: Purchase Agreement (Oshkosh Corp)
Introductory. Legacy Reserves LPCapital One Auto Receivables, LLC, a Delaware limited partnership liability company (the “PartnershipSeller” or “Depositor”), and Legacy Reserves Finance CorporationCapital One, National Association, a Delaware corporation national banking association (“Legacy Finance,” and together with the Partnership, the “IssuersBank”), propose to issue confirm their agreement with BofA Securities, Inc., RBC Capital Markets, LLC and sell to ▇▇▇▇▇▇▇ LynchFargo Securities, PierceLLC (the “Representatives”), ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as representatives of the several underwriters (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Underwriters”) and listed in Section 2 of the other several Initial Purchasers named in Schedule Terms Exhibit attached hereto as Exhibit A (the “Initial PurchasersTerms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2023-2, a Delaware statutory trust (the “Issuer”), acting severally and not jointly, will issue the respective amounts set forth notes specified in such Schedule A of $300,000,000 aggregate principal amount Section 1 of the Issuers’ 8.000% Senior Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, to be dated as of the Closing Date (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters a portion of the Issued Notes due 2020 in the amounts specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act Income Services LLC, as the Representative of the several Initial Purchasers assets representations reviewer (the “RepresentativeAsset Representations Reviewer”) in connection ), for compliance with the offering and sale certain of the Securities representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as Capitalized terms used herein but not defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form herein or in the name of Cede & Co., as nominee of The Depository Trust Company (Terms Exhibit shall have the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined meanings given such terms in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled Appendix A to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Sale Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefroma shelf registration statement on Form SF-3 (No. Pursuant 333-260710), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended was declared effective by the Securities Commission on April 18, 2022, and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, if prior to the execution and delivery of this Agreement, such Securities are registered for sale amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Securities Act or if an exemption from the registration requirements of the Securities Act Act, is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to in this Agreement as the “Pricing Disclosure PackageRegistration Statement.” Promptly after For purposes of this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amendedAgreement, the “Exchange Act,effective date” means the later of (a) the date and time as of which termthe Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as used herein, includes of which the rules and regulations Prospectus (as defined below) is deemed to be part of the Commission promulgated thereunder) prior Registration Statement pursuant to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed Rule 430D under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Act.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Prime Auto Receivables Trust 2023-2)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy, Inc., a Delaware corporation (the “Company”) ), proposes to issue and sell to the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 50,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 7.75% Senior Notes due 2020 2019 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ RBS Securities Inc., has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4, 2012 that certain indenture (the “Indenture”), dated as of March 16, 2011, among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) ), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among between the Issuers Company and the Depositary. The holders payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company has previously issued $300,000,000 aggregate principal amount of the Notes (the “Existing Notes”) under the Indenture. The Securities constitute “Additional Securities” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package and the Final Offering Memorandum, the Securities will have terms identical to the Existing Notes and will be treated as a single class of debt securities for all purposes under the Indenture. The Securities are being issued for the purposes set forth in the Pricing Disclosure Package (as defined below) under the caption “Use of Proceeds.” The issuance and sale of the Securities and the other related transactions described herein are collectively referred to as the “Transactions.” The Securities will be entitled subject to the benefits of a registration rights agreement, Registration Rights Agreement to be dated as of December 4, 2012 the Closing Date (the “Registration Rights Agreement”), ) among the IssuersCompany, the Initial Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Commission (as defined below), under the circumstances set forth therein, ) (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company and the guarantees of the Guarantors under the Indenture, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) or and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statement statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Package. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Clayton Williams Energy Inc /De)
Introductory. Legacy Reserves LPAFCO Credit Corporation, a Delaware limited partnership New York corporation (the “Partnership”"AFCO Credit"), and Legacy Reserves Finance AFCO Acceptance Corporation, a Delaware California corporation (“Legacy Finance,” "AFCO Acceptance" and together with the PartnershipAFCO Credit in their capacity as servicer, the “Issuers”"Servicer" and in their capacity as originators, the "Originators") propose to convey the Receivables arising from certain insurance premium finance loans to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Transferor"). The Transferor proposes to convey such Receivables and other rights to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), propose and proposes to issue and cause the Trust to sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers Underwriters named in Schedule A I hereto (the “Initial Purchasers”"Underwriters"), for whom you are acting severally and not jointlyas representative (the "Representative"), the respective amounts set forth in such Schedule A of $300,000,000 _____________ aggregate initial principal amount of the Issuers’ 8.000% Senior Notes due 2020 Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the “Notes”"Class A Certificates"). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as , in the Representative Trust, the terms of which are described in the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities Prospectus (as defined below). Legacy Reserves GP, LLC, It is understood that Transferor is currently entering into a Delaware limited liability company Class B Underwriting Agreement dated the date hereof (the “General Partner”), is "Class B Underwriting Agreement") among the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company Transferor and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership Underwriters named on Schedule I thereto (the “Operating Partnership”"Class B Underwriters") providing for the sale of $____________ aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class B Certificates"). The Securities Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be conveyed by the Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the Transferor. The Receivables will be conveyed by the Transferor to the Trust and the Certificates will be issued pursuant to an indenturea Pooling and Servicing Agreement, dated as of December 1, 1996 (the "P&S") among the Transferor, the Servicer, Premium Financing Specialists, Inc., as back-up servicer (the "Back-up Servicer") and The First National Bank of Chicago, as trustee (the "Trustee"), and the Series 1996-1 Supplement to the P&S, to be dated as of December 4___________, 2012 1996 (the “Indenture”"Supplement"), among between the Issuerssame parties. The P&S and the Supplement are referred to herein collectively as the "Pooling and Servicing Agreement." In addition, the Guarantors (as defined below) Transferor, Servicer, [Back-up Servicer], Trustee and ▇▇▇▇▇ Fargo Bank, National Association, as trustee _____________ (the “Trustee”). The Securities "Collateral Interest Holder") will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to enter into a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, Loan Agreement to be dated as of December 4, 2012 the Closing Date (the “Registration Rights "Loan Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, ") pursuant to which the Issuers and Collateral Interest Holder will acquire _____________ aggregate initial principal amount of the Guarantors will be required to file with Collateral Interest (the Commission (as defined below"Collateral Interest"), under the circumstances set forth therein, (i) a registration statement under the Securities Act (which will act as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange Credit Enhancement for the Notes Certificates. Capitalized terms used herein (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, including in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (Introductory hereto) that are not otherwise defined shall have the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included meanings ascribed thereto in the Offering Memorandum (the “Escrow Pooling and Servicing Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Mellon Bank Premium Finance Master Trust)
Introductory. Legacy Reserves LPThe Stockholders listed in Schedule A hereto (the “Selling Stockholders”) agree severally, subject to the terms and conditions stated herein, to sell an aggregate of [—] outstanding shares (such [—] outstanding shares being hereinafter referred to as the “Firm Securities”) of the Common Stock, par value $0.01 per share (the “Securities” or “Common Stock”) of GNS II (U.S.) Corp. (“M Holdings”), a Delaware limited partnership (the “Partnership”)corporation and a direct, and Legacy Reserves Finance Corporationwholly-owned subsidiary of The Mosaic Company, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersOld Mosaic”), propose that will change its name to issue “The Mosaic Company” promptly following the Merger Effective Time (as defined in the Merger and sell to Distribution Agreement (the “Merger and Distribution Agreement”) dated as of January 18, 2011, among Old Mosaic, ▇▇▇▇▇▇▇ Lynch, Pierce▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A , a Delaware corporation (the “Initial PurchasersCargill”), acting severally and not jointlyM Holdings, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP GNS Merger Sub LLC, a Delaware limited liability company and a wholly direct, wholly-owned subsidiary of the Partnership M Holdings (“Operating GPMerger Sub”)) and, is for the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuerspurposes set forth therein, the Guarantors (as defined below) and ▇▇▇▇▇▇▇▇ Fargo Bank▇. ▇▇▇▇▇▇▇ Foundation and the ▇▇▇▇ ▇▇▇ Charitable Trust (collectively, National Associationthe “Trusts”)), as trustee to the several underwriters named in Schedule B hereto (the “TrusteeUnderwriters”)) for which Credit Suisse Securities (USA) LLC, ▇.▇. The ▇▇▇▇▇▇ Securities will be issued only in book-entry form in the name of Cede & Co., LLC and UBS Securities LLC are acting as nominee of The Depository Trust Company representatives (the “DepositoryRepresentatives”) in connection with the offering (the “Offering”) and sale of such Firm Securities, as set forth below. In addition, the Selling Stockholders severally agree, at the option of the Underwriters, to sell to the Underwriters an aggregate of not more than [—] additional Securities (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are hereinafter called the “Offered Securities.” Pursuant to the Merger and Distribution Agreement and the other Transaction Documents (as defined in the Merger and Distribution Agreement) and any amendments thereto, Old Mosaic, ▇▇▇▇▇▇▇, M Holdings and Merger Sub have agreed to engage in a series of transactions, pursuant to a letter of representations, to be dated which on or before the Closing Date (as defined in Section 2 hereofthe Merger and Distribution Agreement) and prior, in any case, to the First Closing Date (as defined below):
(a) the certificate of incorporation of M Holdings will be amended (such amendment, the “DTC AgreementM Holdings Charter Amendment”)) to, among other things, (x) authorize the Issuers and issuance of (A) four series of shares of Class A Common Stock, with each share of each such series being entitled to one (1) vote with respect to all matters on which the Depositary. The holders of Class A Common Stock are entitled to vote, (B) three series of shares of Class B Common Stock, with each share of each such series being entitled to ten (10) votes with respect to the Securities election of directors and one (1) vote with respect to all other matters on which the holders of Class B Common Stock are entitled to vote, and (C) shares of Common Stock, each share of which will be entitled to one (1) vote with respect to all matters on which the benefits holders of a registration rights agreement, Common Stock are entitled to vote; and (y) reclassify all of the shares of capital stock of M Holdings then held by Old Mosaic into shares of Common Stock to be dated as held by Old Mosaic;
(b) after the effective time of December 4the M Holdings Charter Amendment, 2012 Merger Sub will merge with and into Old Mosaic (the “Registration Rights AgreementMerger”), among ) (with Old Mosaic being the Issuers, the Guarantors and the Initial Purchasers, surviving corporation in such Merger) pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) Old Mosaic will become a registration statement under the Securities Act (as defined below) relating to another series wholly-owned subsidiary of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or M Holdings; (ii) a shelf registration statement pursuant to Rule 415 portion of the Securities Act outstanding shares of 1933Mosaic Common Stock (as defined in the Merger and Distribution Agreement) held by Cargill will be converted, on a one-for-one basis, into the right to receive shares of the different series of Class A Common Stock and Class B Common Stock; and (iii) each of the other outstanding shares of Mosaic Common Stock (including a portion of the shares of Mosaic Common Stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of Common Stock;
(c) as amended promptly as practicable after the Merger Effective Time (as defined in the Merger and Distribution Agreement), Cargill will consummate a split-off transaction (the “Securities ActSplit-off”) pursuant to which Cargill will exchange all of the shares of Class B Common Stock, Class A Common Stock and Common Stock to be received by it in the Merger (other than certain shares retained by Cargill (as described in the Merger and Distribution Agreement)) with stockholders of Cargill for outstanding shares of capital stock of Cargill held by such stockholders of Cargill; and
(d) the parties will consummate certain other Transactions (as defined in the Merger and Distribution Agreement), relating including the Initial Debt Exchange (as defined in the Merger and Distribution Agreement). As used in this Agreement, unless the context otherwise requires, references to the resale by certain holders of the Notes, and in each case, “Company” are to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) Old Mosaic prior to the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary consummation of the Partnership formed M Holdings Charter Amendment, the Merger, the Split-Off and the other Transactions which are intended to be consummated on or acquired after prior to the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering MemorandumRestructuring Transactions”) and (ii) M Holdings after the Canadian offering memorandum dated consummation of the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which termRestructuring Transactions, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:context so requires.
Appears in 1 contract
Introductory. Legacy Reserves LPSunnova Sol Issuer, LLC (the “Issuer”), a Delaware limited partnership liability company, proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “PartnershipInitial Purchaser”), the 3.35% Solar Asset Backed Notes, Series 2020-1, Class A (the “Class A Notes”) and the 5.54% Solar Asset Backed Notes, Series 2020-1, Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”), in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). On the Closing Date, Sunnova Sol Holdings, LLC, a Delaware limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and Legacy Reserves Finance a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersSunnova Energy”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPSunnova Sol Depositor, LLC, a Delaware limited liability company (the “General PartnerDepositor”) and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary dated as of the Partnership Closing Date, pursuant to which: (“Operating GP”), is i) Sunnova Sol Holdings will acquire the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership Conveyed Property from Sunnova Intermediate Holdings; (ii) the “Operating Partnership”)Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Securities will Notes are to be issued pursuant to under an indenture, to be dated as of December 4, 2012 the Closing Date (the “Indenture”), among by and between the Issuers, the Guarantors (as defined below) Issuer and ▇▇▇▇▇ Fargo Bank, National AssociationAssociation (“▇▇▇▇▇ Fargo”), a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Securities Pursuant to the Indenture, the Issuer will be issued only in book-entry form in pledge the name Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant Noteholders to secure the Notes. Pursuant to a letter transaction management agreement, dated as of representations, to be dated on or before the Closing Date Date, by and between the Issuer and Sunnova TE Management II, LLC (as defined in Section 2 hereof) (the “DTC AgreementSunnova Management”), among Sunnova Management will provide certain administrative, collection and other management services to the Issuers Issuer and in respect of the Managing Members and the Depositaryinterest, rights and obligations thereof. The holders of Finally, in connection with the Securities transaction, Sunnova Energy will be entitled to the benefits of deliver a registration rights agreementperformance guaranty, to be dated as of December 4the Closing Date, 2012 (in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Issuer, Depositor and Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the “Registration Rights AgreementSunnova NPA Parties”. The Sunnova NPA [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Parties, and together with Sunnova Management, Sunnova TE Management III, LLC (“Sunnova TE Management”), among the IssuersSunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each Project Company are referred to herein as a “Sunnova Entity” and collectively, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange NotesSunnova Entities”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the . The Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notesamended, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after Securities Act”. Capitalized terms used in this Agreement is executed and delivered, but not otherwise defined shall have the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (meanings set forth in the “Final Offering Memorandum”). References herein Standard Definitions” attached as Annex A to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Indenture.
Appears in 1 contract
Sources: Note Purchase Agreement (Sunnova Energy International Inc.)
Introductory. Legacy Reserves LPATD MergerSub, a Delaware limited partnership Inc. (the “PartnershipCompany”, which term shall, upon its signing of the Assumption Agreement referred to below, mean American Tire Distributors, Inc. a Delaware corporation), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 290,000,000 aggregate principal amount of the Issuers’ 8.000Company’s Senior Floating Rate Notes due 2012 (the “Floating Rate Notes”) and 10.750% Senior Notes due 2020 2013 (the “Fixed Rate Notes”, and together with the Floating Rate Notes, the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ Banc of America Securities LLC has agreed to act as the Representative of the several Initial Purchasers representative (the “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Securities (as defined below)Notes. Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary Each series of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities Notes will be issued pursuant to an indentureseparate indentures, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “IndentureIndentures”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Wachovia Bank, National Association, as trustee (the “Trustee”). The Securities will be Notes issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter the DTC Blanket Letter of representationsRepresentations, to be dated on or before as of the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementLetter”), among from the Issuers and Company to the Depositary. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 the Closing Date substantially in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with file, within 120 days of the Commission (as defined below)Closing Date, under the circumstances set forth therein, (i) a registration statement under (the “Registration Statement”) with the Securities Act and Exchange Commission (as defined belowthe “Commission”) relating to another series of registering debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to which term includes the resale by certain holders rules and regulations of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementCommission promulgated thereunder. The payment of principal of, premiumpremium and Additional Interest (as defined in the applicable Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed (the “Guarantees”) on (A) a senior subordinated basis by Holdings (as defined below) and (B) a senior unsecured basis, jointly and severally, severally by (i) each of the entities subsidiaries of the Company listed on Schedule B hereto (together with Holdings, collectively, the signature pages hereof as “Guarantors” ”) and (ii) any each subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the Notesapplicable Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”)assigns. The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;” ”; and the Exchange Notes and the Guarantees related attached thereto are herein collectively referred to as the “Exchange Securities.” On or prior ”. American Tire Distributors Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of affiliates of Investcorp S.A. executed a definitive merger agreement (the “Merger Agreement”) on February 4, 2005 with American Tire Distributors, Inc and the other parties thereto. Pursuant to the terms of the Merger Agreement, ATD MergerSub, Inc. (“MergerSub”), a wholly-owned subsidiary of Holdings, will merge with and into American Tire Distributors, Inc. on the Closing Date, with American Tire Distributors, Inc. as the Initial Purchasers will execute an escrow agreement, surviving corporation. As a result of the merger and execution of the Assumption Agreement in the form of Exhibit C hereto, American Tire Distributors, Inc. will succeed to the rights and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (obligations of MergerSub hereunder. In connection with the “Escrow Agent”)merger, the Trustee Company will (i) enter into an amended and restated credit facility on the Initial Purchasers, which shall conform in all material respects with the description thereof included terms described in the Offering Memorandum (the “Escrow AgreementAmended Credit Facility”), (ii) receive a capital contribution from Holdings of approximately $218 million consisting of the proceeds from an investment in the equity of Holdings by affiliates of Investcorp S.A. and will direct its co-investors and the deposit co-sponsors, and management’s equity in an escrow account Holdings of $8 million and $51.480 million of aggregate principal amount at maturity of senior discount notes due 2013 (the “Escrow AccountHoldings Notes”), (iii) issue the Notes, (iv) use the proceeds of such financings to cash out shares of the common and preferred stock of the Company and (v) repay most of the Company’s existing debt, including a discharge of the senior notes due in 2008, and pay fees and expenses in connection with the Escrow Agentmerger (the transactions set forth in clauses (i), (ii), (iv) and (v) above, together with the consummation of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out merger pursuant to the terms of the Escrow Merger Agreement and the transactions described under “The Acquisition – The Related Transactions” in the Offering Memorandum (as defined below), are collectively referred to herein as the “Concurrent Transactions”). The Merger Agreement. It is understood and agreed to by , the parties hereto that on November 5Amended Credit Facility, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale this Agreement (including the “Permian Purchase Assumption Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement includingform of Exhibit C hereto, but not limited tounder which American Tire Distributors, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers Inc. and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreementwill become a party hereto), the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Letter and the Exchange Securities Indentures are collectively referred to herein as the “Transaction Documents.” Agreements”. The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indentures will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)) thereunder). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12March 8, 2012 2005 (the “Preliminary Offering Memorandum”), and have has prepared and delivered will deliver to each Initial Purchaser Purchaser, copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), Offering Memorandum describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary As used herein, the “Offering Memorandum and the Pricing Supplement are herein Memorandum” shall mean, with respect to any date or time referred to as the “Pricing Disclosure Package.” Promptly after in this Agreement is executed and deliveredAgreement, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Company’s Offering Memorandum”), dated March 23, 2005, including amendments or supplements thereto, any exhibits thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. References herein Further, any reference to the Preliminary Offering Memorandum, the Pricing Disclosure Package and Memorandum or the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 any Additional Issuer Information (as amended, defined in Section 3) furnished by the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) Company prior to the Time completion of Sale the distribution of the Securities. Each of the Company and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Guarantors hereby confirm their confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationCredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (“Legacy Finance,” the "Depositor"), proposes to form one or more real estate mortgage investment conduits (the "Trust"), which will issue certain securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C2 and including the classes thereof specified on Schedule I hereto (the classes of such securities so specified on Schedule I hereto, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates will be specified in the Prospectus (as defined herein). The property of the Trust will consist of a pool of 207 fixed rate mortgage loans, secured by multifamily and commercial properties (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. (the "Column Mortgage Loan Seller") and KeyBank National Association (in such capacity, the "Key Mortgage Loan Seller" and together with the PartnershipColumn Mortgage Loan Seller, the “Issuers”"Mortgage Loan Sellers"), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenturethose certain Mortgage Loan Purchase Agreements, to be each dated as of December 4May 1, 2012 2007 (the “Indenture”"Mortgage Loan Purchase Agreements"), and will be serviced by KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity, the "Key Master Servicer") and Wachovia Bank, National Association, as master servicer (the "Wachovia Master Servicer" and together with the Key Master Servicer, the "Master Servicers"), and if and when necessary ING Clarion Partners, LLC as special servicer (the "Special Servicer"), pursuant to that certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2007, by and among the IssuersDepositor, the Guarantors (as defined below) Master Servicers, the Special Servicer and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “"Trustee”"), and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Securities Mortgage Loans will be transferred to the Trust, and the Certificates will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Pooling and Servicing Agreement”), among the Issuers and the Depositary. The holders offering of the Securities will be entitled Certificates made pursuant to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act Statement (as defined below) relating to another series will be made through you as underwriters. This Agreement provides for the sale of debt securities such Certificates to, and the purchase and offering thereof by, you, as underwriters (the "Underwriters" and, individually, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Issuers with Certificates to be issued and any terms substantially identical thereof not otherwise specified in the Pooling and Servicing Agreement, the Classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The offering of the Certificates will be governed by this Agreement. At or prior to the Notes time when sales to purchasers of the Certificates were first made, which was approximately 2:00 p.m. on April 27, 2007 (the “Exchange Notes”"Time of Sale"), the Depositor had prepared the following information (collectively, the "Rule 159 Information"): (i) the Depositor's Free Writing Prospectus dated April 13, 2007 (the cover page of which is attached hereto as Annex A) (as modified on April 26, 2007 by the Update to Free Writing Prospectus dated April 26, 2007) to be offered in exchange for the Notes (the “Exchange Offer”) or Depositor's Prospectus dated April 10, 2007, (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933term sheet dated April 13, as amended (the “Securities Act”)2007, relating to the resale by certain holders of the NotesCertificates, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer (iii) certain other "free-writing prospectuses" (as defined pursuant to Rule 405 under the terms 1933 Act) (each of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by items (i) the entities listed on the signature pages hereof as “Guarantors” and through (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes iii), a supplement "Free Writing Prospectus"). If, subsequent to the Indenture to guarantee the Notes, and their respective successors and assigns (collectivelydate of this Agreement, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Depositor and the Guarantees related thereto are herein collectively referred Underwriters determine that such information included an untrue statement of material fact or omitted to as state a material fact necessary in order to make the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreementstatements therein, in the form light of the circumstances under which they were made, not misleading and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee terminate their old purchase contracts and the Initial Purchasers, which shall conform in all material respects enter into new purchase contracts with the description thereof included investors in the Offering Memorandum (the “Escrow Agreement”)Certificates, and then "Rule 159 Information" will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant refer to the terms information conveyed to purchasers at the time of entry into the Escrow Agreement. It is understood and agreed to by the parties hereto first such new purchase contract, including any information that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement corrects such material misstatements or omissions (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below"Corrective Information") and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “"Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant " will refer to the terms of the Securities time and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if on which such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to new purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagecontracts were entered into.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationEvergreen Energy Inc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $300,000,000 aggregate 95,000,000 principal amount of the Issuers’ 8.000its 8.00% Senior Convertible Secured Notes due 2020 August 1, 2012 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, to be indenture dated as of December 4July 30, 2012 2007 (the “Indenture”), among the IssuersCompany, Evergreen Operations, LLC, a Delaware limited liability company, KFx Plant, LLC, a Wyoming limited liability company, KFx Operations, LLC, a Wyoming limited liability company, Landrica Development Company, a South Dakota corporation, and Buckeye Industrial Mining Company, an Ohio corporation (collectively, the Guarantors (as defined below“Guarantors”) and ▇▇▇▇▇ Fargo U.S. Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) on a private placement basis pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in an exemption under Section 2 hereof4(2) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal ofprincipal, premiumpremium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”) on a secured basis, by the Guarantors. The Notes and the Guarantees will be secured by a first-priority lien on the Collateral (as defined in the Indenture) (the “Collateral”) pursuant to a security agreement (the “Security Agreement”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Offered Securities;” ”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Registration Rights Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed the Company agrees to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or file a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Company hereby confirm their agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPCapital One Auto Receivables, LLC, a Delaware limited liability company (the “General PartnerSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), is confirm their agreement with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCRepresentatives and the other underwriters named in the applicable Terms Agreement (collectively, a Delaware limited liability company and a wholly owned subsidiary the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the Partnership classes designated in the applicable Terms Agreement (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership as hereinafter defined) (the “Operating PartnershipNotes”). The Securities will Notes are to be issued pursuant to an indentureby Capital One Auto Finance Trust 2007-A, to be dated as of December 4, 2012 a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the IssuersSeller, the Guarantors Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under the Securities Act Terms Agreement (as defined below) relating to another series of debt securities of shall have the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumsupplement thereto, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Agreement Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is executed and delivered, the Issuers will prepare and deliver hereinafter referred to each Initial Purchaser a final offering memorandum dated the date hereof (as the “Final Offering MemorandumBasic Prospectus”). References herein ) relating to the Preliminary Offering Memorandum, the Pricing Disclosure Package Notes and the Offering Memorandum shall be deemed method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (as the “Preliminary Canadian Offering MemorandumProspectus.”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables LLC)
Introductory. Legacy Reserves LPSovran Self Storage, Inc., a Maryland corporation (the “Company”), together with Sovran Acquisition Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and Legacy Reserves Finance CorporationSovran Holdings, Inc., a Delaware corporation corporation, the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (“Legacy Finance,” and together with the Company and the Operating Partnership, the “IssuersTransaction Entities”), propose ) proposes to issue and sell to ▇▇the Underwriters named in Schedule A (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 900,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. ▇▇▇▇▇ LynchFargo Securities, Pierce, ▇LLC (“▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Fargo”), Citigroup Global Markets Inc. (“Citigroup”) and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has , Inc. (“SunTrust”) have agreed to act as the Representative representative of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below)Shares. Legacy Reserves GP, LLC, The Transaction Entities have entered into a Delaware limited liability company purchase agreement (the “General PartnerPurchase Agreement”) with LifeStorage, LP (“LifeStorage”), is . Pursuant to the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary terms of the Partnership (“Operating GP”)Purchase Agreement, is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership Transaction Entities have agreed to acquire LifeStorage (the “Operating PartnershipAcquisition”). The Securities will be issued Transaction Entities expect to fund a portion of the purchase price of the Acquisition with the proceeds from the sale of the Shares pursuant to an indenturethis Agreement. Contemporaneously with entering into the Purchase Agreement, to be dated as of December 4, 2012 the Transaction Entities also obtained a commitment (the “IndentureBridge Loan Commitment”), among the Issuers, the Guarantors (as defined below) and from ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo BankSecurities, National AssociationLLC, as escrow agent Citigroup Global Markets Inc. and SunTrust Bank to provide a bridge loan facility (the “Escrow AgentFacility”), for purposes of financing the Trustee Acquisition and to pay related fees and expenses. The Purchase Agreement and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors Bridge Loan Commitment are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction DocumentsAgreements.” The Issuers understand that the Initial Purchasers propose to make an offering Each of the Securities on the terms Transaction Entities jointly and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with severally hereby confirms its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers Underwriters as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPPuget Energy, Inc., a Delaware limited partnership Washington corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ LynchBofA Securities, PierceInc., ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) Mizuho Securities USA LLC, MUFG Securities Americas Inc., and the other several Initial Purchasers Underwriters named in Schedule A (collectively, the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 450,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 4.224% Senior Secured Notes due 2020 March 15, 2032 (the “NotesSecurities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)Securities. The Securities will be issued pursuant to an indenture, dated as of December 6, 2010 (the “Original Indenture”), as previously supplemented and as to be supplemented by a Seventh Supplemental Indenture, to be dated as of December 4March 17, 2012 2022 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), among each between the Issuers, the Guarantors (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant ). The Company has agreed to a letter of representationssecure the Securities by granting to JPMorgan Chase Bank, to be dated on or before the Closing Date (N.A., as defined in Section 2 hereof) collateral agent (the “DTC AgreementCollateral Agent”), among as successor to Barclays Bank PLC, for the Issuers and benefit of the Depositary. The Trustee on behalf of the holders of the Securities will be entitled Securities, a first priority security interest in (i) substantially all of the tangible and intangible assets of the Company other than real property, subject to certain agreed upon exceptions and, if material, disclosed in the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission Statement (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act Pricing Disclosure Package (as defined below) relating to another series of debt securities of and the Issuers with terms substantially identical to the Notes Prospectus (as defined below) (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “GuarantorsSecurity Agreement Collateral”), pursuant to their guarantees an Amended and Restated Borrower Security Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, between the Company and the Collateral Agent (the “GuaranteesSecurity Agreement”). The Notes ) and (ii) all of the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, equity interests in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent Company (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Pledge Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy PartiesCollateral,” and together with the General PartnerSecurity Agreement Collateral, are herein referred to collectively as the “Legacy Entities.” Collateral”) pursuant to an Amended and Restated Pledge Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012 (the “Pledge Agreement”), between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Collateral Agent and certain other parties from time to time party thereto (as supplemented by a Joinder Agreement thereto, dated as of December 6, 2010 (the “Joinder Agreement”), the “Collateral Agency Agreement”; and together with the Pledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”). This Agreement, the Registration Rights AgreementSecurities, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Indenture and the Exchange Securities Collateral Documents are collectively referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers Underwriters propose to make an offering of offer the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject for sale to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms public as set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Prospectus. The Securities are to be offered and sold to or through the Initial Purchasers without being registered Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, as amended (No. 333-263015), originally filed with the Commission on February 25, 2022 and declared effective by the Commission on March 10, 2022, including a related Base Prospectus contained therein (the “Base Prospectus”), covering the registration of the Securities under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). For purposes of this Agreement, in reliance upon exemptions therefrom. Pursuant all references to the terms Registration Statement, any preliminary prospectus (which term, as used herein, shall include the Final Preliminary Prospectus), or the Prospectus or any amendment or supplement to any of the Securities and the Indenture, investors who acquire Securities foregoing shall be deemed to have agreed that Securities may only be resold or otherwise transferredinclude the copy filed with the Commission pursuant to its Electronic Data Gathering, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act Analysis and Retrieval system (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum▇▇▇▇▇”). References All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be. All references herein to the Preliminary Offering MemorandumRegistration Statement, any preliminary prospectus or the Pricing Disclosure Package and the Offering Memorandum Prospectus shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein documents incorporated by reference therein pursuant to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to on or before the Time Effective Date of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) Registration Statement or the Final Offering Memorandum (issue date of any preliminary prospectus or the Prospectus, as the case may be), ; and all references any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean refer to and include all information filed the filing of any document under the Exchange Act after the Time Effective Date (as defined below) of Sale and the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference reference. Certain terms used herein are defined in the Final Offering MemorandumSection 22 hereof. The Legacy Parties Company hereby confirm their confirms its agreements with the Initial Purchasers Underwriters as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPBlack Hills Corporation, a Delaware limited partnership South Dakota corporation (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇Company”) and the other several Initial Purchasers selling securityholders named in Schedule A hereto (collectively, the “Selling Securityholders”) confirms their understanding with the several Underwriters named in Schedule B hereto (the “Initial PurchasersUnderwriters”) with respect to the sale by each of the Company and the Selling Securityholders and the purchase by the several Underwriters of the respective principal amounts set forth in Schedule A and Schedule B of the Company’s 4.350% Notes due 2033 (the “Offered Securities”), of which (i) an aggregate of $299,000,000 principal amount thereof (the “Secondary Securities”) are proposed to be sold by the several Selling Securityholders and purchased by Underwriters, acting severally and not jointly, the respective amounts set forth in such Schedule A and (ii) an aggregate of $300,000,000 aggregate 101,000,000 principal amount of the Issuers’ 8.000% Senior Notes due 2020 thereof (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “RepresentativePrimary Securities”) in connection with are proposed to be sold by the offering Company and sale of purchased by the Securities (as defined below). Legacy Reserves GPUnderwriters, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company acting severally and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)not jointly. The Offered Securities will be issued pursuant to under an indenture, to be indenture dated as of December 4May 21, 2012 (2003, between the “Indenture”), among the Issuers, the Guarantors (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association (as successor to LaSalle Bank National Association), as trustee Trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementBase Indenture”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of as supplemented by a registration rights agreement, to be first supplemental indenture dated as of December 4May 21, 2012 (2003, between the “Registration Rights Agreement”), among the Issuers, the Guarantors Company and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association (as successor to LaSalle Bank National Association), as escrow agent Trustee (the “Escrow AgentTrustee”), a second supplemental indenture dated as of May 14, 2009, between the Trustee Company and the Initial PurchasersTrustee, which shall conform in all material respects with a third supplemental indenture dated as of July 16, 2010, between the description thereof included in Company and the Offering Memorandum (Trustee, a fourth supplemental indenture dated as of November 19, 2013 between the “Escrow Agreement”)Company and the Trustee, a fifth supplemental indenture dated as of January 13, 2016, between the Company and the Trustee, a sixth supplemental indenture dated as of August 19, 2016 between the Company and the Trustee, and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, a seventh supplemental indenture to be dated as of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Closing Date (as defined below) and agree that between the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Company and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” Trustee with respect to the Final Offering Memorandum shall be deemed to mean Offered Securities (the “Supplemental Indenture” and, the Base Indenture as supplemented by such first, second, third, fourth, fifth and include all information filed under sixth supplemental indentures and the Exchange Act after Supplemental Indenture, the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:“Indenture”).
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “General PartnerSeller” or “Depositor”), is and Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with BNP Paribas Securities Corp. (the Partnership’s sole general partner. Legacy Reserves Operating GP LLC“Representative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Drive Auto Receivables Trust 2024-1, a Delaware limited liability company and a wholly owned subsidiary of statutory trust (the Partnership (“Operating GPIssuer”), is will issue the sole general partner notes specified in Section 1 of Legacy Reserves Operating LP, a Delaware limited partnership the Terms Exhibit (the “Operating PartnershipIssued Notes”). The Securities will be issued ) pursuant to an indenturethe Indenture, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the IssuersSeller, the Guarantors Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under . Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under Terms Exhibit shall have the Securities Act (as defined below) relating to another series of debt securities of the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Securities Act or if an exemption from Act, is referred to in this Underwriting Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof prospectus (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandumsuch prospectus, the Pricing Disclosure Package as amended and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amendedsupplemented, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunderProspectus”) prior relating to the Time Notes and the method of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:distribution thereof.
Appears in 1 contract
Sources: Underwriting Agreement (Drive Auto Receivables Trust 2024-1)
Introductory. Legacy Reserves LPGenesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Legacy Reserves Genesis Energy Finance Corporation, a Delaware corporation (“Legacy Finance,Finance Corp.” and and, together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 550,000,000 aggregate principal amount of the Issuers’ 8.000Partnership’s 6.50% Senior Notes due 2020 2025 (the “Notes”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) has agreed to act as the Representative representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Securities Notes and the Guarantees (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (which are collectively referred to herein as the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). Securities.” The Securities will be issued pursuant to an indenture, to be dated as of December 4May 21, 2012 2015 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers amended and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreementsupplemented by that certain eighth supplemental indenture, to be dated as of December 4August 14, 2012 2017 (the “Registration Rights AgreementSupplemental Indenture”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission Trustee (as defined below)so amended and supplemented, under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities ActIndenture”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, and premium, if any, and interest on on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplement to supplemental indenture in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Issuers and the Guarantees related thereto Guarantors are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange SecuritiesObligors.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5August 2, 20122017, Legacy Reserves Operating LPthe Partnership and Tronox US Holdings Inc., a Delaware limited partnership corporation (“Tronox”), entered into a stock purchase agreement (the “Purchase Agreement”), pursuant to which Tronox agreed to sell, and a wholly owned subsidiary the Partnership agreed to acquire (the “Acquisition”), (a) all of the Partnershipissued and outstanding equity interests in Tronox Alkali Corporation, COG Operating a Delaware corporation (the “Acquired Entity,” and the equity interests in the Acquired Entity, the “Acquired Equity Interests”), and (b) all of the equity interests, which are directly or indirectly owned by the Acquired Entity, in Tronox Alkali Wyoming Corporation, a Delaware corporation, and Tronox Specialty Alkali LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement company (the entities described in clause (b) above, the “Permian Purchase Acquired Subsidiaries,” and the equity interests in the Acquired Subsidiaries, the “Acquired Subsidiary Equity Interests”) (the Acquired Entity and the Acquired Subsidiaries being collectively referred to herein as the “Subject Entities,” and the Acquired Equity Interests and the Acquired Subsidiary Equity Interests being collectively referred to herein as the “Equity Interests”), for aggregate consideration of approximately $1.325 billion. Immediately following consummation of the Acquisition, the Subject Entities and any additional entities required to guarantee the Notes pursuant to the Indenture (collectively, the “Additional Guarantors”) will be joined as parties to this underwriting agreement (this “Agreement”) pursuant to a joinder agreement, the form of which Legacy Reserves Operating LP agreed is attached hereto as Exhibit A (the “Joinder Agreement”). From and after the time of execution of the Joinder Agreement, all references herein to the “Guarantors” will be deemed to include the Additional Guarantors. The Securities are being issued and sold as part of a financing of the Acquisition and the costs and expenses related to the Transactions (as defined below). In addition to the offering and sale of the Securities, the Partnership intends to finance the Transactions from a concurrent private offering of the Partnership’s Class A Convertible Preferred Units (the “Equity Offering”). However, pending the potential use of the net proceeds from the offer and sale of the Securities, the Company may use such proceeds to make short-term liquid investments or repay outstanding borrowings under the Partnership’s existing credit facility, in which case a portion of the purchase from COG Operating LLC price for the Acquisition may be financed using additional borrowings under such credit facility. The Acquisition, the offering and Concho Oil & Gas LLC on December 20sale of the Securities, 2012the Equity Offering, any additional borrowings under the Partnership’s existing credit facility to fund a portion of the purchase price for the Acquisition, if applicable, and effective as the payment of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors transaction costs are herein referred to herein collectively as the “Legacy Parties,Transactions.” and together with The Notes will be issued in book-entry form in the General Partnername of Cede & Co., are herein referred to collectively as nominee of The Depository Trust Company (the “Legacy Entities.” Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This Agreement, the Registration Rights AgreementJoinder Agreement (solely for purposes of such agreement at the time it is executed and delivered), the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Indenture and the Exchange Securities are referred to herein collectively as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms Obligors have prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-203259), which contains a base prospectus, dated April 6, 2015 (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Obligors under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed offering thereof from time to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale time in accordance with Rule 415 under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageAct.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPEXCO Resources, Inc., a Delaware limited partnership Texas corporation (the “Partnership”"Company"), proposes, subject to the terms and Legacy Reserves Finance Corporationconditions stated herein, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S. $100,000,000 principal amount of its 71/4% Senior Notes due 2011 ("Offered Securities") to be issued under an indenture, dated as of January 20, 2004 among the Company, the Subsidiary Guarantors (as defined therein) and Wilmington Trust Company, as Trustee (the "Trustee") (the "Original Indenture"), as supplemented by the First Supplemental Indenture thereto, dated as of January 27, 2004 (the Original Indenture, as supplemented by the First Supplemental Indenture, is referred to herein as the "Indenture"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries listed on Schedule B hereto (the "Guarantors"). Concurrently with the consummation of the issue and sale of the Offered Securities set forth in this Agreement, the Company and certain subsidiaries of the Company will enter into an amendment to the amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, and the lenders named therein, and Addison Energy, Inc., an Alberta, Canada corporation ("Addison Energy"), will enter into an amendment to the amended and restated credit agreement with Bank ▇▇▇, ▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Branch, as administrative agent, BNP Paribas (“▇▇▇▇▇▇▇ ▇▇▇▇▇”Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the other several Initial Purchasers lenders named in Schedule A therein (both credit agreements with the “Initial Purchasers”)related guaranties and security documents, acting severally and not jointlyas amended, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”"Amended Credit Facility"). The Offered Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereofbelow) be secured on a second-priority basis by certain collateral (the “DTC Agreement”"Collateral") as described in the Offering Document (as defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement dated as of January 20, 2004 among the Company, certain guarantors, Bank One, NA, as credit agent ("Credit Agent"), among the Issuers and the DepositaryTrustee (the "Intercreditor Agreement"), the Pledge Agreement between the Company and the Trustee, as collateral agent (in such capacity, the "Collateral Agent"), dated as of January 20, 2004 (the "Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). The Trustee, the Collateral Agent and each holder of the Offered Securities and the successors and assigns of the foregoing are collectively referred to as the "Secured Parties". This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Registration Rights Agreement referred to below), the Registration Rights Agreement, the Security Documents and the Amended Credit Facility are sometimes referred to in this Agreement collectively as the "Operative Documents." The holders of the Offered Securities will be entitled to the benefits of a registration rights agreementRegistration Rights Agreement, to be dated as of December 4April 1, 2012 (the “Registration Rights Agreement”), 2004 among the IssuersCompany, the Guarantors and the Initial PurchasersPurchasers (the "Registration Rights Agreement"), pursuant to which the Issuers and the Guarantors will be required to file with the Commission for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred Pursuant to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, Company agrees to file a registration statement with the Permian Purchase Agreement, Securities and Exchange Commission (the Escrow Agreement, "Commission") registering the Indenture, resale of the Offered Securities under the Securities Act. The Offered Securities and the Exchange Securities are referred to herein collectively as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)"Securities". The Securities are to be offered Company and sold to or through the Initial Purchasers without being registered Guarantors hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPThe Scotts Miracle-Gro Company, a Delaware limited partnership an Ohio corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇” or the “Representative”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (collectively with the Representative, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 400,000,000 aggregate principal amount of the Issuers’ 8.000its 6.000% Senior Notes due 2020 2023 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the entities listed on the signature pages hereof as “Guarantors” subsidiary guarantors named in Schedule B hereto and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date Company that executes a supplement to an additional guarantee in accordance with the terms of the Indenture to guarantee the Notes, (as defined below) and their respective successors and assigns (collectively, the “Guarantors”), ) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to herein as the “Securities;.” The Securities will be issued pursuant to an indenture to be dated as of the Closing Date (as defined in Section 3 hereof) (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company and the Guarantors will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Exchange Notes and the Guarantees related attached thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase AgreementSecurities, the Escrow Agreement, the Indenture, the Exchange Securities and the Exchange Securities Indenture are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12October 7, 2012 2015 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19October 7, 2012 2015 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”▇ Holdings Corp., a Delaware corporation (the "Company") and the each other several Initial Purchasers named in Schedule A entity listed on Annex I hereto (the “Initial Purchasers”"Co-Issuers"), acting severally agrees with Credit Suisse Securities (USA) LLC (the "Purchaser") subject to the terms and not jointlyconditions stated herein, to issue and sell to the respective amounts set forth Purchaser $50,000,000 in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000its 9.750% Senior Secured Notes due 2020 2018 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed "Offered Securities") to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an under that certain indenture, to be dated as of December 4July 24, 2012 (as so amended, supplemented, waived or otherwise modified as of the “Closing Date, the "Indenture”"), among the Company, the Co-Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basisissued, jointly and severally, by (i) the entities Company and each Co-Issuer and guaranteed, jointly and severally and fully and unconditionally, by each Guarantor listed on Annex II hereto (the signature pages hereof "Guarantors" and such guarantees, the "Guarantees"). Capitalized terms that are not defined herein shall have the meanings set forth in the General Disclosure Package (as “Guarantors” defined below). The Company has previously issued $235,000,000 in aggregate principal amount of 9.750% Senior Secured Notes due 2018 (the "Existing Securities") under the Indenture. The Offered Securities constitute "Additional Notes" (as such term is defined in the Indenture). Except as disclosed in the General Disclosure Package and (ii) any subsidiary of the Partnership formed or acquired after Final Offering Circular, the Closing Date that executes a supplement Offered Securities will have terms identical to the Indenture to guarantee Existing Securities and will be treated as a single series of debt securities for all purposes under the Notes, and their respective successors and assigns (collectivelyIndenture. The Company, the “Guarantors”Co-Issuers and the Guarantors have agreed to secure their obligations under the Offered Securities and the Guarantees by granting liens on substantially all of their assets other than certain excluded assets described in the General Disclosure Package (the "Collateral"), pursuant to their guarantees (the “Guarantees”). The Notes i) that certain Pledge and the Guarantees related thereto are herein collectively referred Security Agreement dated as of July 24, 2012, as modified by a Supplement to Schedule 3(k)(i) dated January 22, 2013 and an Assumption Agreement dated as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to of February 20, 2013 (as the “Exchange Securities.” On or prior to the Closing Dateso amended, the Initial Purchasers will execute an escrow agreement"Security Agreement"), in entered into among the form Company, the Guarantors and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent the collateral trustee (the “Escrow Agent”"Collateral Trustee"), (ii) those certain patent, copyright and trademark security agreements, each dated as of July 24, 2012 (as so amended, supplemented, waived or otherwise modified as of the Trustee date hereof, the "IP Security Agreements"), each of which were entered into among the Company, certain of the Guarantors and the Initial PurchasersCollateral Trustee, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”)iii) that certain collateral trust agreement, and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, dated as of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20July 24, 2012, and effective as amended as of October 1February 20, 20122013 (the "Collateral Trust Agreement"), certain assets described entered into among the Company, the Collateral Trustee and the Credit Agreement Collateral Agent, and (iv) a reaffirmation agreement, to be dated as of the Closing Date (the "Reaffirmation Agreement") substantially in the Permian Purchase Agreement includingform of Exhibit 1 to Exhibit A to the Collateral Trust Agreement, but not limited tothat will be entered into by the Company and each Guarantor (the foregoing, certain oil collectively, the "Collateral Documents"), reaffirming the Company's and natural gas properties each Guarantor's respective grants of security interests in favor of the Collateral Trustee, in its capacity as collateral trustee, under the Collateral Documents and confirming that such grants continue to be in full force and effect. On the Closing Date, the Company will enter into an Additional Secured Debt Designation (as such term is defined in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described Collateral Trust Agreement) substantially in the Permian Purchase form of Exhibit A to the Collateral Trust Agreement. The Issuers On the Closing Date, a joinder to the Collateral Trust Agreement (the "Joinder") substantially in the form of Exhibit B to the Collateral Trust Agreement, will be executed by ▇▇▇▇▇ Fargo Bank, National Association, as Trustee under the Indenture (as defined therein). This Agreement, the Offered Securities, the Guarantees, the Indenture, the Collateral Documents, the Additional Secured Debt Designation, and the Guarantors Joinder are herein hereinafter referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities "Operative Documents" and the Exchange Securities transactions contemplated hereby and thereby are collectively referred to herein as the “Transaction Documents"Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering " Each of the Securities on Company, the terms Co-Issuers and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Guarantors hereby agrees with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationKansas City Southern, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 4.700% Senior Notes due 2048 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇and ▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has & Co. LLC have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 49, 2012 2015 (the “Base Indenture”), among the IssuersCompany, as issuer, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementDepositary”), among the Issuers and the Depositary. The holders of the Securities will be entitled Pursuant to the benefits of a registration rights agreementIndenture, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis(the “Guarantees” and, together with the Notes, the “Securities”), jointly and severally, on a senior unsecured, unconditional basis by (i) the entities listed on the signature pages hereof as “Guarantors” and Schedule B hereto (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Company has prepared and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-221537), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPNational Fuel Gas Company, a Delaware limited partnership New Jersey corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 500,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 2.95% Senior Notes due 2020 2031 (the “Notes”). ▇▇BofA Securities, Inc., HSBC Securities (USA) Inc. and ▇▇▇▇▇ ▇▇▇▇▇ has Fargo Securities, LLC have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below)Notes. Legacy Reserves GPIf there are no Underwriters named in Schedule A other than the Representatives, LLC, a Delaware limited liability company (then the terms “General Partner”), is Underwriters” and “Representatives” shall each be deemed to refer to the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)Underwriters. The Securities Notes will be issued pursuant to an indenture, to be dated as of December 4October 1, 2012 1999, between the Company and The Bank of New York Mellon (the “Indenture”formerly The Bank of New York), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), including an Officer’s Certificate pursuant thereto (the “Indenture”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) ), pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 hereof) April 8, 2008 (the “DTC Agreement”), among between the Issuers Company and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors Company has prepared and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-244352), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered the offering thereof from time to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser time in connection accordance with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed Rule 415 under the Securities Exchange Act Act. Such registration statement, including the financial statements, exhibits and schedules thereto, at each time of 1934 (as amended, effectiveness under the “Exchange Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance WCA Waste Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynchagrees with Credit Suisse Securities (USA) LLC, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers representative (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company several initial purchasers named in Schedule A hereto (the “General PartnerPurchasers”)) subject to the terms and conditions stated herein, is to issue and sell to the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary several Purchasers U.S.$175,000,000 principal amount of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership its 7.50% Senior Notes due 2019 (the “Operating PartnershipNotes”). The Securities will ) to be issued pursuant to under an indenture, to be dated as of December 4June 7, 2012 2011 (the “Indenture”), by and among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankBOKF,N.A. d/b/a Bank of Texas, National AssociationN.A., as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company unconditionally guaranteed (the “DepositoryGuarantees”) by each of the entities listed on Schedule B attached hereto and any future domestic subsidiaries of the Company that are required to guarantee the Notes pursuant to the Indenture (each a letter of representations“Guarantor” and together, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementGuarantors”), among . The Notes together with the Issuers and Guarantees are herein collectively referred to as the Depositary. “Offered Securities.” The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date (as defined below) among the Company, 2012 each Guarantor and the Representative (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required each Guarantor agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes,” and together with the Guarantees related thereto, the “Exchange Securities”) to be offered in exchange for the Notes (the “Exchange Offer”) or and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders . The issuance and sale of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes issuance of the Guarantees and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, transaction fees and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees expenses related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction DocumentsTransactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms Company and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and each Guarantor hereby agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Wca Waste Corp)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, Travelport LLC, a Delaware limited liability company company, and Travelport Inc., a Delaware corporation (collectively, the “Company”), agree with the several initial purchasers named in Schedule A hereto (the “General PartnerPurchasers”)) subject to the terms and conditions stated herein, is to issue and sell to the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary several Purchasers $250,000,000 aggregate principal amount of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership their 9% Senior Notes due 2016 (the “Operating PartnershipOffered Securities”, which term, as used herein, shall include the Guarantees (as defined below). The Securities will ) to be issued pursuant to under an indenture, to be dated as of December 4August 18, 2012 2010 (the “Indenture”), among the IssuersCompany, Travelport Limited, a Bermuda corporation (“Holdings”), TDS Investor (Luxembourg), S.à.▇.▇. (“Luxembourg Guarantor”), Waltonville Limited, a Gibraltar corporation (“Foreign Holdco”), the Guarantors other guarantors listed on Schedule C hereto (as defined belowthe “Subsidiary Guarantors” and, together with Holdings, Luxembourg Guarantor and Foreign Holdco, the “Guarantors”) and ▇▇▇▇▇ Fargo BankThe Bank of Nova Scotia Trust Company of New York, National AssociationN.A., as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co., as nominee of The Depository Trust Company principal and interest by the Guarantors (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementGuarantees”), among the Issuers and the Depositary. The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date among the Company, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file one or more registration statements with the Commission (as defined below), registering the resale of the Offered Securities and the related Guarantees under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementOffered Securities. The payment of principal of, premium, if any, Company and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basiseach Guarantor hereby agrees, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Travelport LTD)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationTempur-Pedic International Inc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 375,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 6.875% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 419, 2012 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Initial Guarantors” on the Closing Date (as defined below), (ii) the entities listed on Schedule B hereto which become borrowers or guarantors under the New Credit Agreement (as defined below) (the “Specified Guarantors”) on or prior to the Escrow Release Date (as defined below) and (iii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i), (ii) and (iii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 on or prior to the Closing Date (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors (including the Guarantors that subsequently become a party thereto by executing the RRA Joinder (as defined below)), and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statement statement(s) to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on In connection with the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary offering of the Partnership formed or acquired after Securities, the Closing Date that executes a supplement Company entered into an amendment (the “Bank Amendment”) to the Indenture Amended and Restated Credit Agreement, dated as of June 18, 2011 (as amended, supplemented or otherwise modified from time to guarantee the Notes, and their respective successors and assigns (collectivelytime, the “GuarantorsExisting Credit Agreement”), pursuant among certain Subsidiaries and affiliates of the Company, the financial institutions party thereto from time to their guarantees (time, Bank of America, N.A., as domestic administrative agent and domestic collateral agent and Nordea Bank Danmark A/S, as foreign administrative agent and foreign collateral agent, to permit the “Guarantees”). The Notes Company and the Guarantees related thereto are herein collectively referred Guarantors to as issue the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” . On or prior to the Closing Date, the Initial Purchasers will execute Company expects to enter into a credit agreement (the “New Credit Agreement”) with a group of lenders and Bank of America, N.A. as administrative agent, to provide for new senior secured credit facilities, consisting of a $350 million revolving credit facility, a $550 million term A loan and a $870 million term B loan, primarily in order to (A) finance the acquisition (the “Sealy Acquisition”) of Sealy Corporation (“Sealy”) pursuant to the Agreement and Plan of Merger dated as of September 26, 2012 (as in effect on the date hereof, and as may be amended hereafter, the “Acquisition Agreement”) among the Company, Silver Lightning Merger Company and Sealy, (B) repay, defease or redeem substantially all existing indebtedness of the Company and Sealy and (C) pay fees and expenses related to each of (A) and (B). On the Closing Date, the Company shall enter into an escrow agreementagreement (the “Escrow Agreement”) with the Trustee, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, who shall also act as escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, the Trustee and the Initial PurchasersCompany will deposit, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”)or cause to be deposited, and will direct the deposit in into an escrow account (the “Escrow Account”) cash and/or U.S. government obligations (collectively with the Escrow AgentAccount and any other securities from time to time held therein, the “Escrowed Property”) equal to the proceeds of the net proceeds offering of the Securities and an additional amount of cash and/or U.S. government obligations sufficient to redeem all the Notes, for cash at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest from the sale Closing Date to, but excluding, October 1, 2013. The Escrowed Property will be held by the Escrow Agent in accordance with the terms and provisions set forth in the Escrow Agreement, and released in accordance with the conditions set forth therein (the “Escrow Release Conditions”) on the date such conditions are satisfied in accordance with the Escrow Agreement (the “Escrow Release Date”), as described in the Preliminary Offering Memorandum and the Final Offering Memorandum (each as defined below). Following the Escrow Release Date, the Escrowed Property will be used to pay a portion of the Notes consideration due for the Sealy Acquisition, and related fees and expenses, under the Acquisition Agreement. If the Escrow Release Conditions are not satisfied on or before September 26, 2013 (before expenses but after initial purchaser discountsthe “Outside Date”), the Company will be required to redeem the Securities at the Escrow Redemption Price (as defined in the Indenture) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Indenture and the Escrow AgreementAgreement and in accordance therewith. It is understood and agreed The Specified Guarantors will, among other things, on or prior to by the parties hereto that on November 5Escrow Release Date, 2012, Legacy Reserves Operating LP, execute a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale joinder agreement to this Agreement (the “Permian Purchase Joinder Agreement”) in the form attached as Annex I hereto. In addition, on or prior to the Escrow Release Date, the Specified Guarantors will execute (i) a joinder agreement to the Registration Rights Agreement in the form attached to the Registration Rights Agreement (the “RRA Joinder”) and (ii) a supplemental indenture to the Indenture (the “Supplemental Indenture”) in the form attached to the Indenture pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in each such Specified Guarantor will become a Guarantor under the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase AgreementIndenture. The Issuers (i) issuance and sale of the Notes, (ii) issuance of the Guarantees, (iii) execution of the Escrow Agreement, the Registration Rights Agreement, the Joinder Agreement, the RRA Joinder, the Indenture and the Supplemental Indenture, (iv) entry by the Company and the Guarantors into the Bank Amendment, (v) entry by the Company and the Guarantors into the New Credit Agreement, (vi) release of the Escrowed Property to the Company in accordance with the Escrow Release Conditions on the Escrow Release Date, if applicable, (vii) initial extensions of credit under the New Credit Agreement on the Closing Date or the Escrow Release Date, as applicable, (viii) Sealy Acquisition, (ix) repayment, defeasance or redemption of substantially all existing indebtedness of the Company and Sealy and entry into the supplemental indenture to the 8% Senior Secured Third Lien Convertible Notes due 2016 (the “Convertible Notes”) indenture and (x) payment of all related fees and expenses are herein referred to herein collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesTransactions.” This Agreement, the Registration Rights Agreement, the Joinder Agreement, the RRA Joinder, the DTC Agreement, the Permian Purchase Securities, the Exchange Securities, the Bank Amendment, the New Credit Agreement, the Escrow Agreement, the IndentureAcquisition Agreement, the Securities Indenture and the Exchange Securities Supplemental Indenture are referred to herein collectively as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Tempur Pedic International Inc)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Intersil Corporation, a Delaware corporation (“Legacy Finance,” the "Company") and Intersil Holding Corporation, a Delaware corporation ("Intersil Holding" and, together with the PartnershipCompany, the “"Issuers”"), propose propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Initial Purchasers") 200,000 units (the "Units"), each Unit consisting of one of the Company's 13 1/4% Senior Subordinated Notes Due 2009 in a principal amount of $1,000 (the "Notes") and one Warrant (each a "Warrant") to purchase 27.7778 shares of Class A common stock, par value $0.01 per share, of Intersil Holding. The Notes will be unconditionally guaranteed (each, a "Guaranty") on a senior subordinated basis by each of Intersil Holding and the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors" and, together with Intersil Holding, the "Guarantors"). The Notes will also be guaranteed by each existing and subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as defined). The Notes will be issued under an indenture dated as of August 13, 1999 (the "Indenture"), among the Company, the Guarantors and United States Trust Company of New York, as trustee (the "Trustee"). The Warrants will be issued under a warrant agreement dated as of August 13, 1999 (the "Warrant Agreement"), between Intersil Holding and United States Trust Company of New York, as warrant agent (the "Warrant Agent"). The Notes and the Guaranties are together referred to as the "Offered Notes". The Units, the Offered Notes and the Warrants are collectively referred to herein as the "Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". Pursuant to the Master Transaction Agreement dated June 2, 1999 (the "Master Transaction Agreement") among ▇▇▇▇▇▇ Corporation ("▇▇▇▇▇▇▇ Lynch"), PierceIntersil Holding and the Company, the following transactions (collectively, the "Transactions") will occur concurrently with the consummation of the offering of the Units (the "Offering"): (i) ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇will transfer to the Company and Intersil Holding selected portions of the assets and certain of the liabilities of the ▇▇▇▇▇▇ ▇▇▇▇▇”semiconductor business in exchange for (a) $520.0 million in cash and (b) a subordinated pay-in-kind promissory note of Intersil Holding in the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 $90.0 million; (the “Notes”). ▇ii) ▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:pay about
Appears in 1 contract
Sources: Purchase Agreement (Intersil Corp)
Introductory. Legacy Reserves LPConcentra Operating Corporation, a Delaware limited partnership Nevada corporation (the “PartnershipCompany”), proposes, subject to the terms and Legacy Reserves Finance Corporationconditions stated herein, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $300,000,000 aggregate 150,000,000 principal amount of the Issuers’ 8.000its 9 1/2% Senior Subordinated Notes due 2020 2010 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will to be issued pursuant to under an indenture, indenture to be dated as of December 4August 13, 2012 2003 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementAct”), among and hereby agrees with the Issuers several Purchasers as follows: The Company’s obligations under the Offered Securities, including the due and punctual payment of interest on the DepositaryOffered Securities, shall be unconditionally guaranteed (each, a “Guarantee” and, collectively, the “Guarantees”) on a senior subordinated basis by each of the Company’s domestic subsidiaries listed on Schedule B hereto (together, the “Guarantors”). The holders of the Offered Securities will be entitled to the benefits of a registration rights agreementRegistration Rights Agreement dated the Closing Date (as defined below) among the Company, to be dated as of December 4, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among in substantially the Issuers, the Guarantors and the Initial Purchasersform of Exhibit A hereto, pursuant to which the Issuers and the Guarantors will be required Company agrees to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities under the Securities Act Act. Concurrently with the consummation of 1933 the issue and sale of the Offered Securities as set forth in this Agreement, the Company and certain of its subsidiaries will enter into a credit agreement (as amendedthe “Credit Agreement”) that will provide for a new revolving loan facility and a new term loan facility (together, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation SFacilities”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPPrologis Euro Finance LLC, a Delaware limited partnership liability company (the “PartnershipIssuer”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $300,000,000 €750,000,000 aggregate principal amount of the Issuers’ 8.000Issuer’s 4.625% Senior Notes due 2020 2033 (the “NotesDebt Securities”). BNP Paribas, Crédit Agricole Corporate and Investment Bank, ING Bank N.V. and J.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ has Securities plc have agreed to act as the Representative lead managers of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeLead Managers”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4August 1, 2012 2018 (as defined below) (the “Base Indenture”), among the IssuersIssuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the Guarantors (as defined below) “Transaction Parties”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Depository”) pursuant to a letter of representationsGuarantees” and, to be dated on or before together with the Closing Date (as defined in Section 2 hereof) (Debt Securities, the “DTC AgreementSecurities”), among the Issuers and the Depositary. The holders to each holder of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth thereinDebt Securities, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities full and prompt payment of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 principal of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, any premium, if any, on any Debt Securities when and interest on as the Notes will be fully and unconditionally guaranteed on a senior unsecured basissame shall become due, jointly and severallywhether at the maturity thereof, by (i) the entities listed on the signature pages hereof as “Guarantors” acceleration, redemption or otherwise and (ii) the full and prompt payment of any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, interest on any Debt Securities when and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” same shall become due and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securitiespayable.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPTerremark Worldwide, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate U.S.$75,000,000 principal amount of the Issuers’ 8.000its 9.500% Senior Secured Second Lien Notes due 2020 2013 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities Notes will be issued pursuant to an indenture, to under the indenture that will be dated as of December 4November 16, 2012 2010 (the “Indenture”), among between the IssuersCompany and The Bank of New York Trust Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee Trustee (the “Trustee”). The Securities Notes will be issued only unconditionally guaranteed as to the payment of principal and interest by the subsidiary guarantors of the Company named in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company Schedule C hereto (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Guarantors” and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders such guarantees of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction DocumentsOffered Securities.” To the extent there are no additional Purchasers listed on Schedule A other than you, the term Representatives as used herein shall mean you, as Purchasers, and the terms Representatives and Purchasers shall mean either the singular or plural as the context requires. The Issuers understand that the Initial Purchasers propose to make an offering holders of the Offered Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject will be entitled to the conditions set forth hereinbenefits of a Registration Rights Agreement among the Company, all or a portion of the Securities to purchasers Guarantors and the Purchasers (the “Subsequent PurchasersRegistration Rights Agreement”) on ), to be dated as of the terms Closing Date, pursuant to which the Company and the Guarantors will agree to file with the Commission under the circumstances set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) therein, a registration statement under the Securities Act relating to an offer to exchange the Notes for a like principal amount of 1933 debt securities of the Company with terms identical in all material respects (except for terms concerning additional interest and transfer restrictions) to the Notes (the “Exchange Offer”) and if required by the Registration Rights Agreement, a shelf registration statement under the Securities Act relating to the resale of the Notes by certain holders thereof. The Notes and the Guarantees will be secured by second-priority liens over substantially all present and after-acquired property of the Company (including the Company’s equity interest in its Subsidiaries, except Technology Center of the Americas, LLC and Terremark Federal Group, Inc.) and each Guarantor, as described in the Preliminary Offering Circular (the “Collateral”) pursuant to the Second Lien Security Agreement, dated as of the Closing Date (the “Second Lien Security Agreement”), the Second Lien Intellectual Property Security Agreement, dated the Closing Date (the “Second Lien Intellectual Property Security Agreement”), the Collateral Trust Agreement, dated June 24, 2009 (as amended, modified or supplemented from time to time, the “Securities Act,” which termCollateral Trust Agreement”), the Collateral Trust Joinder dated as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 Closing Date (the “Preliminary Offering MemorandumJoinder”), and have prepared and delivered to each Initial Purchaser copies the Designation by the Company of a Pricing Supplement, dated November 19, 2012 the Notes as “Additional Secured Debt” under the Collateral Trust Agreement (the “Pricing SupplementDesignation”)) and certain other security deposits, describing the terms assignments, pledges, and other agreements or instruments evidencing or creating security in favor of the SecuritiesCollateral Trustee (collectively, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering MemorandumSecurity Documents”). References herein to Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package Company and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Guarantors hereby confirm their agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationCredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (“Legacy Finance,” the "Depositor"), proposes to form a commercial mortgage trust (the "Trust"), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2003-CK2, including the classes thereof identified on Schedule I hereto (the classes so identified on Schedule I hereto, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates will be specified in the Prospectus (as defined herein). The property of the Trust (all such property collectively, the "Trust Fund") will primarily consist of a pool of 101 multifamily and commercial mortgage loans (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. ("Column"), pursuant to (i) that certain Mortgage Loan Purchase Agreement dated as of March 27, 2003 (the "First Mortgage Loan Purchase Agreement"), by and between the Depositor, as purchaser, and Column, as seller, and (ii) that certain Mortgage Loan Purchase Agreement dated as of March 27, 2003 (the "Second Mortgage Loan Purchase Agreement" and, together with the PartnershipFirst Mortgage Loan Purchase Agreement, the “Issuers”"Mortgage Loan Purchase Agreements"), propose to issue by and sell to ▇▇▇▇▇▇▇ Lynchamong the Depositor, Pierceas purchaser, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Column, as Seller, and KeyBank National Association (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”"KeyBank"), acting severally and not jointlyas additional party. The Trust will be created, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities Certificates will be issued and the Mortgage Loans will be serviced, pursuant to an indenture, to be that certain Pooling and Servicing Agreement dated as of December 4April 11, 2012 2003 (the “Indenture”"Pooling and Servicing Agreement"), by and among the IssuersDepositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer (in such capacity, the Guarantors "Master Servicer") and as special servicer (as defined below) in such capacity, the "Special Servicer"), and ▇▇▇▇▇ Fargo BankBank Minnesota, National AssociationN.A., as trustee (the “"Trustee”"). The Securities will be issued only in book-entry form in offering of the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) Certificates made pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act Statement (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof made through you as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”)underwriters. The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from This Agreement provides for the sale of such Certificates to, and the Notes purchase and offering thereof by, you, as underwriters (before expenses but after initial purchaser discounts) under Section 2 hereofthe "Underwriters" and, each of you individually, an "Underwriter"). The Escrow Agreement Schedule I shall provide that specify the escrowed funds shall only be released and paid out pursuant to the terms principal or notional balance of each Class of the Escrow Agreement. It is understood Certificates to be issued and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described any terms thereof not otherwise specified in the Permian Purchase Agreement including, but not limited to, certain oil Pooling and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Servicing Agreement, the Registration Rights Classes of Certificates subject to this Agreement, the DTC Agreement, price at which such Certificates are to be purchased by the Permian Purchase Agreement, Underwriters from the Escrow Agreement, the Indenture, the Securities Depositor and the Exchange Securities are referred aggregate amount of Certificates to herein as the “Transaction Documents.” be purchased by you. The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to Certificates will be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded governed by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagethis Agreement.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (CSFB Mortgage Sec Corp Comm Mort Ps THR Cert Ser 2003-Ck2)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInSight Health Services Corp., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A Banc of America Securities LLC (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 25,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 9 7/8% Senior Subordinated Notes due 2020 Due 2011 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities Notes will be issued pursuant to an that certain indenture, to be dated as of December 4October 30, 2012 (the “Indenture”)2001, among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank Trust National AssociationAssociation (successor to State Street Bank and Trust Company N.A.), as trustee (the “Trustee”)) as supplemented through the date hereof (the “Existing Indenture”) and as further supplemented pursuant to that certain supplemental indenture to be dated as of March 8, 2004 (the “Supplemental Indenture” and together with the Existing Indenture, the “Indenture”) among the Company, the Guarantors and the Trustee. The Securities will be Notes issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to in accordance with a letter of representations, to be dated on or before as of the Closing Date (as defined in Section 2 hereof) 2), to be entered into in connection with the issuance of the Securities (the “DTC AgreementLetter of Representations”), among ) between the Issuers Company and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premiumpremium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes will be and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as InSight Health Services Holdings Corp. (“Guarantors” and Holdings”), (ii) each of the Company’s directly and indirectly wholly-owned subsidiaries listed in Schedule B attached hereto, and (iii) any wholly-owned or other subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, the “Guarantors,” and the subsidiaries referred to in (ii) and (iii) above, the “Subsidiary Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;,” and the Exchange Notes and the Guarantees related attached thereto are herein collectively referred to as the “Exchange Securities.” On or prior The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchaser pursuant to which the Company and the Guarantors agree to file, within 240 days of the Closing Date, a registration statement with the Initial Purchasers will execute an escrow agreement, in the form Securities and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent Exchange Commission (the “Escrow AgentCommission”) registering the Exchange Securities under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). Concurrent with the offering, the Company is entering into a third amendment, waiver and consent to its Existing Credit Agreement (defined below) (the “Bank Amendment”), to facilitate the Trustee and financing of the Initial Purchasers, which shall conform in all material respects with proposed acquisition (the description thereof included “CMI Acquisition”) by the Company of 22 diagnostic imaging centers as described in the Offering Memorandum (the “Escrow Agreement”as defined below), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agree agrees that the Initial Purchasers Purchaser may resellsell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each the Initial Purchaser copies of a Preliminary Offering Memorandumpreliminary offering memorandum, dated November 12February 25, 2012 2004 (the “Preliminary Offering Memorandum”,” it being understood that no financial statements of the business to be acquired in the CMI Acquisition have been included in the Preliminary Offering Memorandum), and have has prepared and delivered will deliver to each the Initial Purchaser Purchaser, copies of a Pricing Supplement, dated November 19, 2012 the Offering Memorandum (the “Pricing Supplement”defined below), describing the terms of the Securities, each for use by such the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary As used herein, the “Offering Memorandum Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the offering memorandum, dated February 26, 2004 including amendments or supplements thereto, any exhibits thereto and the Pricing Supplement are herein referred Incorporated Documents (as defined in Section 1 below), in the most recent form that has been prepared and delivered by the Company to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”)in connection with its solicitation of offers to purchase Securities. References herein Further, any reference to the Preliminary Offering Memorandum, the Pricing Disclosure Package and Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the preliminary Canadian offering memorandum dated November 12, 2012 (Company prior to the “Preliminary Canadian Offering Memorandum”) and completion of the Canadian offering memorandum dated distribution of the date hereof (the “Final Canadian Offering Memorandum”), respectivelySecurities. All references herein in this Agreement to financial statements and other information which is “contained,” “included” or “stated” in the terms “Pricing Disclosure Package” and “Final Offering Memorandum” Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information filed which are incorporated by reference in the Offering Memorandum; all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior which is incorporated or deemed to the Time of Sale and be incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), ; and all references herein in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum Transaction Documents shall be deemed to mean and include all information filed under this Purchase Agreement, the Exchange Act after Registration Rights Agreement, the Time Indenture, the Securities and the DTC Letter of Sale Representations. References herein to “Subsidiaries” shall mean each corporation, partnership, limited liability company, joint venture or other entity in which (i) the Company owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests or (ii) the Company or any Subsidiary is the sole general partner or the sole managing member. Each of the Company and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Guarantors hereby confirm their agreements confirms its respective agreement with the Initial Purchasers Purchaser as follows:
Appears in 1 contract
Sources: Purchase Agreement (Insight Health Services Holdings Corp)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationAdvancePCS, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “"Initial Purchasers”"), acting severally and not jointly, the respective amounts set forth in such Schedule A of a $300,000,000 200,000,000 aggregate principal amount of the Issuers’ 8.000Company's 8 1/2% Senior Notes due 2020 2008 (the “Notes”"Securities"). ▇▇▇▇Banc of America Securities LLC, Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ has & ▇mit▇ ▇▇▇orporated, Banc One Capital Markets, Inc., Chase Securities, Inc., CIBC World Markets Corp. and Scotia Capital "USA", Inc., have agreed to act as the Representative representatives of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)Securities. The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 the Closing Date (as defined in Section 2) (the “"Indenture”"), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankU.S. Trust Company of Texas, National Association, N.A. as trustee (the “"Trustee”"). The Securities will be issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”"Depositary") or its nominee pursuant to a letter of representationsDTC Agreement, to be dated on or before as of the Closing Date (as defined in Section 2 hereof) (the “"DTC Agreement”"), among the Issuers Company, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 the Closing Date (the “"Registration Rights Agreement”"), among the IssuersCompany, the Guarantors party thereto and the Initial Purchasers, substantially in the form of Exhibit A attached hereto, pursuant to which the Issuers Company and the Guarantors will be required agree to file file, within 90 days of the Closing Date, a registration statement with the Commission (as defined below), under registering the circumstances set forth therein, (i) a registration statement under the Exchange Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premiumpremium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes Securities and the Exchange Securities will be fully and unconditionally guaranteed on a senior and unsecured basis, jointly and severally, severally by (i) the entities Company's Subsidiaries listed on in Schedule B herein, (the signature pages hereof as “Guarantors” "Subsidiaries"), and (ii) any subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their the respective successors and assigns of the subsidiaries of the Company referred to in (i) and (ii) above (collectively, the “"Guarantors”"), pursuant to their guarantees (the “"Guarantees”"). The Notes Securities and the Guarantees related attached thereto are herein collectively referred to as the “"Securities;” "; and the Exchange Notes Securities and the Guarantees related attached thereto are herein collectively referred to as the “"Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof". The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “"Subsequent Purchasers”") on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933 (as amended, the “"Securities Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“"Rule 144A”") or Regulation S under the Securities Act (“"Regulation S”") thereunder)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to A▇▇▇▇-▇▇▇▇▇▇▇▇ LynchEnergy Inc., Piercea Delaware corporation (the “Company”), ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated proposes, subject to the terms and conditions stated herein, to issue and sell to RBC Capital Markets Corporation (“▇▇RBC”) and M▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A ▇ & Co. Inc (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇M▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as ▇▇” and collectively with RBC, the Representative “Initial Purchasers”) $250,000,000 aggregate principal amount of the several Initial Purchasers its 8.50% Senior Notes due 2017 (the “RepresentativeNotes”) in connection with the offering and sale of the ). The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4, 2012 indenture (the “Indenture”)) dated January 18, 2006 among the IssuersCompany, the Guarantors (as defined below) and ▇W▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The Securities will be issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “DepositoryDepositary”) pursuant to a letter DTC Blanket Letter of representationsRepresentations, to be dated on as of or before prior to the Closing Date (as defined in Section 2 hereof2) (the “DTC Agreement”), among from the Issuers and Company to the Depositary. The holders of Company’s obligations under the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the IssuersNotes, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act Exchange Notes (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Indenture will be, jointly and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal ofseverally, premiumunconditionally guaranteed, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the entities Company’s domestic subsidiaries as of the date hereof, which are listed on the signature pages hereof as “Guarantors” Schedule B hereto, and (ii) any subsidiary of the Partnership Company formed or acquired on or after the Closing Date that executes a supplement to the Indenture to or a supplemental indenture setting forth an additional guarantee in accordance with the Notesterms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees included in the Indenture (the “Guarantees”). The Notes and the Guarantees related thereto thereof are herein collectively referred to as the “Securities;” ”; and the Exchange Notes (as defined below) and the Guarantees related thereto thereof are herein collectively referred to as the “Exchange Securities.” On or prior The holders of the Securities will be entitled to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance benefits of a registration rights agreement to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, dated as escrow agent of the Closing Date (the “Escrow AgentRegistration Rights Agreement”)) among the Company, the Trustee Guarantors and the Initial Purchasers, pursuant to which shall conform in all material respects the Company and each of the Guarantors will agree to file with the description thereof included in the Offering Memorandum Securities and Exchange Commission (the “Escrow AgreementSEC”), and will direct under the deposit in circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended, relating to an escrow account offer (the “Escrow AccountExchange Offer”) with the Escrow Agent, to exchange another series of debt securities of the net proceeds from the sale of Company with terms substantially identical to the Notes (before expenses but after initial purchaser discountsthe “Exchange Notes”) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant (ii) to the terms of the Escrow Agreement. It is understood and agreed to extent required by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, as amended, together with the rules and regulations of the Exchange Securities are SEC promulgated thereunder, is referred to herein as the “Transaction DocumentsSecurities Act.” As more fully described in the Preliminary Offering Memorandum and in the Offering Memorandum (as each term is defined below), the Company purchased substantially all of the assets of Oil & Gas Rental Services, Inc. (“Oil & Gas Rental”) on December 18, 2006. The purchase by the Company of substantially all of the assets of Oil & Gas Rental, as described in the Preliminary Offering Memorandum and in the Offering Memorandum, is referred to herein as the “Acquisition.” In connection with the Acquisition, the Company (a) received a limited waiver of certain provisions of Sections 2.04, 7.01 and 7.04 of the Company’s $25 million senior secured credit facility among the Company, each lender from time to time party thereto, and Royal Bank of Canada (the “Bank Credit Facility”) and (b) will (i) offer and sell the Securities contemplated by this Agreement and (ii) offer and sell the Common Stock pursuant to an underwriting agreement dated January 23, 2007, between the Company and the underwriters named therein. The proceeds of this offering, together with the proceeds from the offering of the Common Stock, will be used to repay the debt outstanding under the Company’s $300 million bridge loan facility, which the Company incurred to finance the Acquisition. The aforementioned transactions are collectively referred to herein as the “Transactions.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Preliminary Offering Memorandum (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration with the Securities and Exchange Commission (the “Commission”) SEC under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are resale or transfer is registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”) thereunder)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationEncore Acquisition Company, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Credit Suisse First Boston LLC (“▇▇▇▇▇▇▇ ▇▇▇▇▇CSFB”) and as the other several Initial Purchasers named in Schedule A sole initial purchaser (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate ) U.S.$300,000,000 principal amount of the Issuers’ 8.000its 6.0% Senior Subordinated Notes due 2020 2015 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will to be issued pursuant to under an indenture, to be dated as of December 4July 13, 2012 2005 (the “Indenture”), among the IssuersCompany, the Guarantors subsidiary guarantors named therein (as defined belowthe “Subsidiary Guarantors”) and ▇W▇▇▇▇ Fargo Bank, National Association, as trustee Trustee. The Offered Securities will be guaranteed (the “TrusteeSubsidiary Guarantees”)) by the Subsidiary Guarantors. The United States Securities will be issued only in book-entry form in the name Act of Cede & Co.1933, as nominee of The Depository Trust Company (amended, is herein referred to as the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a registration rights agreementRegistration Rights Agreement among the Company, to be dated as of December 4, 2012 the Subsidiary Guarantors and the Purchaser (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Subsidiary Guarantors will be required agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) registering, under the Securities Act of 1933 (as amendedAct, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 notes (the “Preliminary Offering MemorandumExchange Securities”) identical in all material respects to the Offered Securities to be offered in exchange for the Offered Securities. The Company will use the net proceeds of the Offered Securities to (A) to repay outstanding indebtedness under the Company’s U.S.$500,000,000 senior revolving credit facility (the “Senior Credit Facility”), and have prepared and delivered (B) to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms redeem $150 million aggregate principal amount of the SecuritiesCompany’s 8.375% Senior Subordinated Notes due 2012, each for use by such Initial Purchaser in connection with its solicitation notice of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum which shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) given at or prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package Closing, (including the Preliminary Offering MemorandumC) or the Final Offering Memorandum (as the case may be), and all references herein to pay transaction costs relating to the terms “amend,” “amendment” or “supplement” with respect to issue and sale of the Final Offering Memorandum shall be deemed to mean Offered Securities and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum(D) for general corporate purposes. The Legacy Parties Company hereby confirm their agreements agrees with the Initial Purchasers Purchaser as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Lear Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"COMPANY"), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierceproposes, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) ect to the terms and conditions stated herein, to issue and sell the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of "PURCHASERS") U.S. $300,000,000 aggregate 515,000,000 principal amount at maturity of the Issuers’ 8.000% its Zero-Coupon Convertible Senior Notes due 2020 2022 (the “"FIRM SECURITIES") and also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional U.S. $125,000,000 principal amount at maturity ("OPTIONAL SECURITIES") of its Zero-Coupon Convertible Senior Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed , each to act as be guaranteed on a joint and several basis by the Representative of Guarantors listed on Schedule B hereto (each a "GUARANTOR" and together, the several Initial Purchasers (the “Representative”"GUARANTORS") in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will each to be issued pursuant to under an indenture, to be dated as of December 4February 20, 2012 2002 (the “Indenture”"INDENTURE"), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee (the “Trustee”). The Firm Securities will be issued only in book-entry form in and the name of Cede & Co., as nominee of The Depository Trust Company (Optional Securities which the “Depository”) Purchasers may elect to purchase pursuant to a letter Section 3 hereof are herein collectively called the "OFFERED SECURITIES". The United States Securities Act of representations, 1933 is herein referred to be dated on or before as the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. "SECURITIES ACT." The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), Agreement of even date herewith among the IssuersCompany, the Guarantors and the Initial PurchasersPurchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities The Company and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to Guarantors each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Lear Corp /De/)
Introductory. Legacy Reserves LPPar Petroleum, LLC, a Delaware limited partnership liability company (the “PartnershipPar Petroleum”), and Legacy Reserves Par Petroleum Finance Corporation, a Delaware corporation Corp. (“Legacy Finance,Finance Corp.” and and, together with the PartnershipPar Petroleum, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ Sachs & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A Co. LLC (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $300,000,000 105,000,000 aggregate principal amount of the Issuers’ 8.00012.875% Senior Secured Notes due 2020 2026 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4, 2012 the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Issuers, Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankWilmington Trust, National Association, as trustee (the “Trustee”)) and collateral trustee. The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured secured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership Par Petroleum formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;.” The issuance and sale of the Notes, the issuance of the Guarantees, the entry by the Issuers and the Exchange Guarantors into the Security Documents (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Notes will be secured on a first priority basis, subject to Permitted Liens (as defined in the Indenture), by liens on substantially all of the property and assets of the Issuers and the Guarantors (other than Excluded Property (as defined in the Indenture)) (the “Collateral”), as more particularly described in the Pricing Disclosure Package and documented by a pledge and security agreement dated as of December 21, 2017 (as amended or supplemented, the “Security Agreement”), a collateral trust and intercreditor agreement dated as of December 21, 2017 (as amended or supplemented, the “Collateral Trust Agreement”) and mortgages, deeds of trust and other instruments evidencing or creating a security interest (collectively, with the Joinder Documents, the “Security Documents”) in favor of Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”), for its benefit, for the benefit of the present and future secured parties describe therein, and for the benefit of the Trustee and the holders of the Notes. The first-priority Liens on the Collateral securing the Notes and the Guarantees related thereto are herein collectively referred to will be shared equally and ratably with obligations under the Pari Passu Lien Hedge Agreements (as defined in the “Exchange Securities.” Indenture), the Existing Secured Notes Indenture (as defined in the Indenture), the Term Loan B Facility (as defined in the Indenture) and any other Pari Passu Notes Lien Indebtedness (as defined in the Indenture). On or prior to the Closing Date, the Initial Purchasers Issuers will execute an escrow agreement, deliver to the Collateral Trustee (a) a joinder to the Collateral Trust Agreement substantially in the form of Exhibit A to the Collateral Trust Agreement, (b) an Officer’s Certificate describing in reasonable detail the respective Additional Secured Debt (as defined therein) and substance stating that the Issuers have incurred or intend to incur such obligations as Additional Secured Debt which is or will be permitted by the Collateral Trust Agreement and each other applicable Secured Debt Document (as defined therein) to be agreed incurred and secured by a lien equally and ratably with all previously existing and future Secured Debt (as defined therein), (c) a written notice specifying the name and address of the Secured Representative (as defined therein) for such series of Additional Secured Debt for purposes of the Collateral Trust Agreement, and (d) any other documentation necessary under Section 3.8 of the Collateral Trust Agreement for the Notes to constitute Additional Secured Debt for purposes of the Collateral Trust Agreement. The items referred to in this paragraph are collectively referred to herein as the “Joinder Documents”. The liens on the Collateral securing the Securities will be subject to that certain Collateral Rights Agreement, dated as of December 21, 2017 (the “ABL Collateral Rights Agreement”), by and between the Collateral Trustee and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”) under the ABL Facility (as defined below), and acknowledged by the Issuers and the Guarantors and that certain Amended and Restated Acknowledgment Agreement, dated as of January 11, 2019 (the “Intermediation Acknowledgment Agreement”), by and among ▇. ▇▇▇▇ & Company LLC, ▇▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇ Commodities, National Association, as escrow agent (the “Escrow Agent”)Inc., the Trustee ABL Agent and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum Collateral Trustee. This Purchase Agreement (the this “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase AgreementSecurities, the Escrow Agreement, Security Documents (including the Indenture, the Securities Joinder Documents) and the Exchange Securities Indenture are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each the Initial Purchaser copies of a Preliminary Offering Memorandumpreliminary offering memorandum, dated November 12May 27, 2012 2020 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each the Initial Purchaser copies of a Pricing Supplement, dated November 19May 27, 2012 2020, in the form attached hereto as Schedule A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each the Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
Appears in 1 contract
Introductory. Legacy Reserves LPOn the date hereof, Waha AC Coöperatief U.A., a Delaware limited partnership cooperative with excluded liability under the laws of the Netherlands (“Counterparty”), will enter into, with each of Nomura International plc (“Nomura”), Citibank N.A., London Branch (“CBNA”) and Deutsche Bank AG, London Branch (“DBAG”), a funded collar transaction (each, a “Funded Collar Transaction” and, together, the “Funded Collar Transactions”) covering 14,923,306 ordinary shares (the “PartnershipOrdinary Shares”), and Legacy Reserves Finance Corporationpar value € 0.01 per share, of AerCap Holdings N.V., a Delaware corporation (“Legacy Finance,” and together with public limited liability company organized under the Partnership, laws of the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A Netherlands (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “NotesIssuer”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in In connection with hedging its exposure under the offering and sale of the Securities (as defined below). Legacy Reserves GPFunded Collar Transaction, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before prior to the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act Dealers (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical will borrow and sell to the Notes several underwriters named in Schedule I hereto (the “Exchange NotesBlock Underwriters”) to be offered in exchange for the Notes ), 10,180,679 Ordinary Shares (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities ActOffered Securities”). As used herein, relating “Dealers” refers to the resale by certain holders and includes, each of the NotesNomura, CBNA and in each caseDBAG, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms together with any of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by their respective affiliates who (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement borrow and/or sell Offered Securities to the Indenture to guarantee the Notesseveral Block Underwriters on behalf of In addition, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On on or prior to the Closing Date, the Initial Purchasers Dealers will execute borrow an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent additional 4,742,627 Ordinary Shares (the “Escrow AgentAdditional Securities”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum Citigroup Global Markets Inc. (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow AccountLead Block Underwriter”) with the Escrow Agentwill sell as provided herein, on behalf of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) such Dealers, in each case, under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Statement (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefromconnection with the Funded Collar Transaction. Pursuant to the terms of the The Offered Securities and the Indenture, investors who acquire Additional Securities shall will be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption sourced from the registration requirements Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Offered Securities and the Additional Securities will be sourced from the Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Additional Securities will not be included in the offering of the Offered Securities Act is available (including to be underwritten by the exemptions afforded by Rule 144A under Block Underwriters; however, the Dealers will sell the Additional Securities Act (“Rule 144A”) or Regulation S under solely through the Securities Act (“Regulation S”))Lead Block Underwriter as provided herein. The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering MemorandumCounterparty, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Issuer and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Dealers hereby confirm their agreements agree with the Initial Purchasers Block Underwriters and with each other as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPTempur Sealy International, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 450,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 5.625% Senior Notes due 2020 2023 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4, 2012 the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among between the Issuers Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 on or prior to the Closing Date (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statement statement(s) to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) issuance and sale of the entities listed on the signature pages hereof as “Guarantors” and Notes, (ii) any subsidiary issuance of the Partnership formed or acquired after Guarantees, (iii) execution of the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Registration Rights Agreement and the Guarantees related thereto are herein collectively referred to as Indenture, (iv) repayment of certain borrowings under the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments Company’s existing senior secured credit facilities as described in the Permian Purchase Agreement. The Issuers Pricing Disclosure Package (as defined below) and the Guarantors (v) payment of all related fees and expenses are herein referred to herein collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesTransactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase AgreementSecurities, the Escrow Agreement, the Indenture, the Exchange Securities and the Exchange Securities Indenture are referred to herein collectively as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Tempur Sealy International, Inc.)
Introductory. Legacy Reserves LPDiamondback Energy, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose to issue and sell to agrees with ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial PurchasersPurchaser”), acting severally subject to the terms and not jointlyconditions stated herein, to issue and sell to the respective amounts set forth in such Schedule A of $300,000,000 Purchaser U.S.$500,000,000 aggregate principal amount of the Issuers’ 8.000its 4.750% Senior Notes due 2020 2024 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, indenture to be dated as of December 4October 28, 2012 2016 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankFargo, National AssociationN.A., as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company unconditionally guaranteed (the “DepositoryGuarantee” and, together with the Notes, the “Offered Securities”) pursuant as to a letter the payment of representations, to be dated principal and interest by each subsidiary listed on or before the Closing Date (as defined in Section 2 hereof) Schedule B attached hereto (the “DTC AgreementGuarantors”), among the Issuers and the Depositary. The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, agreement to be dated as of December 4the Closing Date among the Company, 2012 the Guarantors and the Purchaser (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the United States Securities and Exchange Commission (as defined below), under the circumstances set forth therein, “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company and the guarantee of the Guarantors under the Indenture, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantee (the “Exchange Guarantee”) to be offered in exchange for the Notes Offered Securities (the “Exchange Offer”) or ), and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effectiveOffered Securities. All references herein to the The Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto Guarantee are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, Each of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers Company and the Guarantors are herein referred to collectively as the “Legacy Parties,” hereby jointly and together severally agrees with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership United Rentals (the “Partnership”North America), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate ) U.S.$210,000,000 principal amount of the Issuers’ 8.000% its 10¾% Senior Notes due 2020 Due April 15, 2008 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative The Notes will be unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the several Initial Purchasers Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Representative”) in connection Subsidiary Guarantors” and, together with the offering and sale of the Securities (as defined below). Legacy Reserves GPHoldings, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating PartnershipGuarantors”). The Securities Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued pursuant to under an indenture, to be indenture dated as of December 417, 2012 2002 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee (the “Trustee”). The Notes and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”. Concurrently with the consummation of the issue and sale of the Offered Securities as set forth herein the Company will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company obtain an amendment (the “DepositoryAmendment”) pursuant to the terms of the credit agreement dated as of April 20, 2001 (as amended, the “Credit Agreement”) among Holdings, the Company, United Rentals of Canada, Inc., the lenders party thereto, The Chase Manhattan Bank, The Chase Manhattan Bank of Canada, JPMorgan, a letter division of representationsChase Securities Inc., to Banc of America Securities LLC, Bank of America, N.A., Credit Suisse First Boston, Citicorp North America, Inc. and Fleet National Bank. The Amendment (the “Amendment”) will be dated in the form attached hereto as Exhibit A. The Company will use the proceeds of the Notes on or before the Closing Date (to repay amounts outstanding under its existing term loan and to repay borrowings under its revolving credit facility, as defined provided in Section 2 hereof) the Amendment. The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “DTC Consents”)from the lenders required to effect the Amendment. This Agreement”, the Registration Rights Agreement (as hereinafter defined), among the Issuers Indenture and the DepositaryGuaranties are referred to herein as the “Operative Documents”. The holders Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefits benefit of a registration rights agreement, to be Registration Rights Agreement dated as of December 4, 2012 the Closing Date (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required obligated to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of 1933 senior notes of the Company guaranteed by the Guarantors (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunderExchange Securities”), which shall be identical in reliance upon exemptions therefrom. Pursuant all material respects to the Offered Securities (except that the Exchange Securities will not contain terms of with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the IndentureRegistration Rights Agreement, investors who acquire Securities shall be deemed a shelf registration statement (the “Shelf Registration Statement”) pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 415 under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Company and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed Guarantors jointly and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements severally agree with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Sovran Acquisition Limited Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”), Sovran Self Storage, Inc., a Maryland corporation (the “Company”) and Sovran Holdings, Inc., a Delaware corporation, the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell to the Underwriters named in Schedule A (the “Underwriters”) $600,000,000 aggregate principal amount of 3.500% Senior Notes due 2026 (the “Notes”). The Securities will Notes are to be issued pursuant to an indenture, indenture to be dated as of December 4on or about June 20, 2012 (the “Indenture”), 2016 among the IssuersOperating Partnership, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), and the Company, as guarantor (the “Base Indenture”), as supplemented by the first supplemental indenture to be dated on or about June 20, 2016 among the Operating Partnership, the Trustee and the Company, as guarantor (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). ▇▇▇▇▇ Fargo Securities, LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and U.S. Bancorp Investments, Inc. have agreed to act as the representative of the several Underwriters (in such capacity, the “Representatives”) in connection with issuance and sale of the Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall be referred to as this “Agreement.” The Securities Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company (the “Guarantees” and together with the Notes, the “Securities”) in accordance with the terms of the Notes and the Indenture. Notes issued only in book-entry form in the name of will be issued to Cede & Co., Co. as nominee of The Depository Trust Company (the “DepositoryDTC”) pursuant to ). The Transaction Entities have entered into a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) purchase agreement (the “DTC Purchase Agreement”)) with LifeStorage, among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 LP (the “Registration Rights AgreementLifeStorage”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant Pursuant to the terms of the Registration Rights Purchase Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant Transaction Entities have agreed to their guarantees acquire LifeStorage (the “GuaranteesAcquisition”). The Transaction Entities expect to fund a portion of the purchase price of the Acquisition with the proceeds from the issuance and sale of the Notes and pursuant to this Agreement. Contemporaneously with entering into the Guarantees related thereto are herein collectively referred to as Purchase Agreement, the Transaction Entities also obtained a commitment (the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between Bridge Loan Commitment”) from ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent ▇▇▇▇▇ Fargo Securities, LLC, Citigroup Global Markets Inc. and SunTrust Bank to provide a bridge loan facility (the “Escrow AgentFacility”), for purposes of financing the Trustee Acquisition and to pay related fees and expenses. The Purchase Agreement and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors Bridge Loan Commitment are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction DocumentsAgreements.” The Issuers understand that the Initial Purchasers propose to make an offering Each of the Securities on the terms Transaction Entities jointly and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with severally hereby confirms its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers Underwriters as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Sovran Acquisition LTD Partnership)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationT1 Energy Inc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A Underwriters $140,000,000 principal amount of 5.25% Convertible Senior Notes due 2030 of the Company (the “Initial PurchasersUnderwritten Securities”) and, at the option of the Underwriters, up to an additional $21,000,000 principal amount of 5.25% Convertible Senior Notes due 2030 of the Company (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), acting severally or a combination of cash and not jointlyshares of Common Stock at the option of the Company, the respective amounts as set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities Indenture (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indentureindenture (the “Base Indenture”), as supplemented by a supplemental indenture (the Base Indenture, as so supplemented, the “Indenture”), in each case, to be dated as of December 4the Closing Date, 2012 (between the “Indenture”), among the Issuers, the Guarantors (as defined below) Company and ▇▇▇▇▇ Fargo BankU.S. Bank Trust Company, National Association, as trustee Association (the “Trustee”). The Securities will be issued If no other Underwriters are listed on Schedule A hereto, all references to the Representatives and the Underwriters shall refer only in book-entry form in to those identified above. Substantially concurrently with the name offering of Cede & Co.the Securities, as nominee the Company will, among other things, issue and sell up to 28,282,830 shares of The Depository Trust Company its Common Stock (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “GuarantorsShares”), pursuant to their guarantees a separate underwriting agreement and separate prospectus supplement, subject to customary closing conditions (such offering, the “GuaranteesConcurrent Offering”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on is not contingent upon the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion completion of the Securities to purchasers (Concurrent Offering, the “Subsequent Purchasers”) on Concurrent Offering is not contingent upon the terms set forth in the Pricing Disclosure Package (the first time when sales completion of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms offering of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement Securities are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements not being offered together with the Initial Purchasers as follows:Shares.
Appears in 1 contract
Introductory. Legacy Reserves LPActuant Corporation, a Delaware limited partnership Wisconsin corporation (the “PartnershipCompany”), proposes, upon the terms and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with subject to the Partnership, the “Issuers”), propose conditions of this Agreement to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 5.625% Senior Notes due 2020 2022 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed The Company’s payment obligations with respect to act as the Representative of the several Initial Purchasers Notes will be unconditionally guaranteed (the “RepresentativeGuarantees” and, together with the Notes, the “Securities”) in connection with the offering and sale on a senior unsecured basis initially by each of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company Company’s direct and indirect domestic subsidiaries listed on Schedule B hereto (the “General Partner”)Guarantors” and, is together with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCCompany, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating PartnershipIssuers”). The Securities will be issued pursuant to an indenture, to be dated as of December 4April 16, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) Issuers and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a rider to a blanket letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Company, the Guarantors, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4April 16, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors Issuers and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) and guaranteed on a senior unsecured basis by the Guarantors (the “Exchange Guarantees” and, together with the Exchange Notes, the “Exchange Securities”) to be offered in exchange for the Notes Securities (the “Exchange Offer”) or and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best commercially reasonable efforts to cause such registration statement statements to be declared effective. All references herein to In connection with the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms issuance of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees Company has commenced a cash tender offer (the “GuaranteesTender Offer”) for any and all of its outstanding 6 7/8% Senior Notes due 2017 (the “2017 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase dated as of April 2, 2012 (the “Offer to Purchase”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Securities will be used to fund the purchase of the 2017 Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood Tender Offer and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership pay related fees and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreementexpenses. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when the sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12April 2, 2012 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19April 2, 2012 (the “Pricing Supplement”)) a true and correct copy of which is attached as Annex II hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Actuant Corp)
Introductory. Legacy Reserves LPBanc One ABS Corporation, a Delaware limited partnership an Ohio corporation (the “Partnership”)"Depositor") and a wholly-owned subsidiary of BANC ONE CORPORATION, and Legacy Reserves Finance Corporation, a Delaware corporation proposes to cause Banc One HELOC Trust 1998-1 (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose "Trust") to issue and sell $850,000,000 principal amount of its HELOC Asset-Backed Certificates, Series 1998-1 (the "Certificates") to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A I attached hereto (the “Initial Purchasers”"Underwriters"), for whom you (the "Representative") are acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount as representative. The assets of the Issuers’ 8.000% Senior Notes due 2020 Trust include, among other things, a pool of adjustable rate home equity revolving credit line loans made or to be made in the future (the “Notes”"Mortgage Loans"). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed , under certain home equity revolving credit line loan agreements (the "Credit Line Agreements") and secured by either first or second deeds of trust or mortgages on primarily one- to act as four-family residential properties (the Representative "Mortgaged Properties"); the collections in respect of the several Initial Purchasers Mortgage Loans received after August 31, 1998 (the “Representative”"Cut-off Date"); property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure; an irrevocable and unconditional certificate guaranty insurance policy (the "Policy") in connection with to be issued by MBIA Insurance Corporation (the offering and sale "Insurer"); an assignment of the Securities Depositor's rights under the Mortgage Loan Purchase Agreement (as defined belowherein). Legacy Reserves GP, LLC, a Delaware limited liability company (; rights under certain hazard insurance policies covering the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company Mortgaged Properties; and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)certain other property. The Securities Trust will be issued formed, and the Certificates will be issued, pursuant to an indenture, a Pooling and Servicing Agreement to be dated as of December 4August 31, 2012 1998 (the “Indenture”), "Pooling and Servicing Agreement") among the IssuersDepositor, Bank One, N.A., a national banking association, as servicer (the Guarantors (as defined below"Servicer") and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee (the “"Trustee”"). The Securities Mortgage Loans and 2 certain other assets of the Trust Fund will be issued only in book-entry form in sold by each of Bank One, N.A., Bank One, Arizona, N.A., Bank One, Wisconsin, Bank One, Indiana, N.A., Bank One, Illinois, N.A., Bank One, Kentucky, N.A., Bank One, Colorado, N.A., Bank One, Utah, N.A. and Bank One, West Virginia, N.A. (each, a "Seller" and together the name of Cede & Co., as nominee of The Depository Trust Company ("Sellers") to the “Depository”) Depositor pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, Mortgage Loan Purchase Agreement to be dated as of December 4August 31, 2012 1998 (the “Registration Rights "Mortgage Loan Purchase Agreement”), ") among the Issuers, the Guarantors Depositor and the Initial PurchasersSellers and, pursuant to which by the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical Depositor to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer Trust pursuant to the terms of the Registration Rights Pooling and Servicing Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Pooling and Servicing Agreement, the DTC Agreement, the Permian Mortgage Loan Purchase Agreement, the Escrow letter agreement (the "Letter Agreement, ") attached as Exhibit A hereto and each agreement to which the Indenture, the Securities Depositor and the Exchange Securities Insurer are parties (the "Insurance Agreements") are collectively referred to herein as the “Transaction "Basic Documents.” The Issuers understand that " Capitalized terms used and not otherwise defined herein shall have the Initial Purchasers propose to make an offering of the Securities on the terms and meanings given them in the manner set forth herein Pooling and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageServicing Agreement.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPCelanese US Holdings LLC, a Delaware limited partnership liability company (the “PartnershipCompany”), and Legacy Reserves Finance a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersParent Guarantor”), propose proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Securities plc (“▇▇▇▇▇▇▇ ▇▇▇▇▇JPMorgan”) and the other several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 €300 million aggregate principal amount of the Issuers’ 8.000Company’s 1.250% Senior Notes due 2020 2025 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ JPMorgan has agreed to act as the Representative representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4May 6, 2012 2011 (the “Base Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Certain terms of the Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) established pursuant to a letter of representationssupplemental indenture, to be dated on or before as of the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementSupplemental Indenture” and, together with the Base Indenture, the “Indenture”), to the Base Indenture, among the Issuers Company, the Guarantors, the Trustee, Deutsche Bank Luxembourg S.A., as registrar and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 transfer agent (the “Registration Rights AgreementTransfer Agent”), among the Issuersand Deutsche Bank AG, the Guarantors and the Initial PurchasersLondon Branch, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes paying agent (the “Exchange NotesPaying Agent”) to ). Notes will be offered issued only in exchange for the Notes registered form and deposited in global form with a common depository (the “Exchange OfferCommon Depository”) or for Euroclear Bank S.A./N.V. (ii“Euroclear”) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933and Clearstream Banking, as amended société anonyme (the “Securities ActClearstream”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant Subject to the terms and conditions of the Registration Rights Agreement. The Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, severally by (i) the entities Parent Guarantor and (ii) the subsidiaries of the Company that are listed on the signature pages Schedule B hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPCapital One Auto Receivables, LLC, a Delaware limited liability company (the “General PartnerSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), is confirm their agreement with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCRepresentatives and the other underwriters named in the applicable Terms Agreement (collectively, a Delaware limited liability company and a wholly owned subsidiary the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the Partnership classes designated in the applicable Terms Agreement (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership as hereinafter defined) (the “Operating PartnershipNotes”). The Securities will Notes are to be issued pursuant to an indentureby Capital One Auto Finance Trust 2006-C, to be dated as of December 4, 2012 a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the IssuersSeller, the Guarantors Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under the Securities Act Terms Agreement (as defined below) relating to another series of debt securities of shall have the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumsupplement thereto, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Agreement Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is executed and delivered, the Issuers will prepare and deliver hereinafter referred to each Initial Purchaser a final offering memorandum dated the date hereof (as the “Final Offering MemorandumBasic Prospectus”). References herein ) relating to the Preliminary Offering Memorandum, the Pricing Disclosure Package Notes and the Offering Memorandum shall be deemed method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (as the “Preliminary Canadian Offering MemorandumProspectus.”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables LLC)
Introductory. Legacy Reserves LPTrue Temper Sports, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $300,000,000 aggregate 125,000,000 principal amount of the Issuers’ 8.000its 8-3/8% Senior Subordinated Notes due 2020 2011 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will to be issued pursuant to under an indenture, to be dated as of December 4March 15, 2012 2004 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co.principal, as nominee of The Depository Trust Company premium, if any, and interest (the “DepositoryGuarantees”) pursuant to by the subsidiaries of the Company named in Schedule B hereto (each a letter of representations“Guarantor” and, to be dated on or before the Closing Date (as defined in Section 2 hereof) (collectively, the “DTC AgreementGuarantors”). The United States Securities Act of 1933, among as amended, is herein referred to as the Issuers and the Depositary. “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, Registration Rights Agreement to be dated the Closing Date (as of December 4defined below) among the Company, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission ) for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred Pursuant to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Company and the Exchange Securities are referred Guarantors will agree to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 circumstances set forth therein (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the “Rule 144AExchange Offer Registration Statement”) or Regulation S relating to the Offered Securities in a like aggregate principal amount as the Offered Securities originally issued under the Indenture, identical in all material respects to the Offered Securities and the Guarantees and registered under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), Exchange Notes” and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing SupplementExchange Guarantees,” and together, the “Exchange Securities”), describing ) to be offered in exchange for the terms of the Securities, each for use by Offered Securities (such Initial Purchaser in connection with its solicitation of offers offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed Exchange Offer”) and delivered, (ii) a shelf registration statement pursuant to Rule 415 under the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof Securities Act (the “Final Offering Memorandum”). References herein to Shelf Registration Statement” and, together with the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amendedOffer Registration Statement, the “Exchange Act,” which term, as used herein, includes Registration Statements”) relating to the rules and regulations resale by certain holders of the Commission promulgated thereunder) prior Offered Securities and to use all commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the Time of Sale and incorporated by reference periods specified in the Pricing Disclosure Package (including Registration Rights Agreement and to consummate the Preliminary Offering Memorandum) or Exchange Offer. The Offered Securities and the Final Offering Memorandum (Exchange Securities are referred to collectively as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Securities”.
Appears in 1 contract
Sources: Purchase Agreement (True Temper Sports PRC Holdings Inc)
Introductory. Legacy Reserves LPCymer, Inc., a Delaware limited partnership Nevada corporation (the “Partnership”"COMPANY"), proposes, subject to the terms and Legacy Reserves Finance Corporationconditions stated herein, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate "PURCHASERS") U.S.$200 million principal amount of the Issuers’ 8.000its 3.5% Senior Convertible Subordinated Notes due 2020 2009 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed "FIRM SECURITIES") and also proposes to act as grant to the Representative Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of the several Initial Purchasers up to an additional $50 million principal amount (the “Representative”"OPTIONAL SECURITIES") in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPits 3.5% Convertible Subordinated Notes due 2009, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will each to be issued pursuant to under an indenture, to be dated as of December 4February 15, 2012 2002 (the “Indenture”"INDENTURE"), among between the IssuersCompany and State Street Bank and Trust Company of California, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The Firm Securities will be issued only in book-entry form in and the name of Cede & Co., as nominee of The Depository Trust Company Optional Securities (which the “Depository”) Purchasers may elect to purchase pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 3 hereof) (the “DTC Agreement”), among together with the Issuers shares of the Company's common stock into which the Firm Securities and Optional Securities are convertible in accordance with the DepositaryIndenture, are herein collectively called the "OFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”Agreement (as hereinafter defined), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors Company will be required agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the resale of the Offered Securities and the Underlying Shares (as hereinafter defined) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Company hereby confirm their agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Cymer Inc)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Banc of America Funding Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Banc of America Securities LLC (“▇▇▇▇▇▇▇ ▇▇▇▇▇”"BAS" or the "Underwriter") and the other several Initial Purchasers named $632,313,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Initial Purchasers”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances set forth in such Schedule A of $300,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuers’ 8.000% Senior Notes due 2020 (precise initial Class Certificate Balance within such range to be determined by the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) Company in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s its sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”discretion). The Securities Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated May 31, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of December 4May 31, 2012 2006 (the “Indenture”"Pooling and Servicing Agreement"), among the IssuersCompany, the Guarantors (as defined below) and depositor, ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “"Trustee”"), and Bank of America, National Association, as servicer (the "Servicer"). The Securities Offered Certificates will be issued only in book-entry form in the name of Cede & Co.denominations specified in Schedule I. The Pooling and Servicing Agreement, as nominee of The Depository Trust Company (this Agreement, the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Mortgage Loan Purchase Agreement and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights purchase agreement, to be dated May 31, 2006, by and between BAS, as of December 4purchaser, 2012 and the Company (the “Registration Rights "Pooling and Servicing Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i") a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction "Basic Documents.” The Issuers understand " Capitalized terms used herein that are not otherwise defined herein have the Initial Purchasers propose to make an offering of the Securities on the terms and meanings assigned thereto in the manner set forth herein Pooling and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageServicing Agreement.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding 2006-E Trust)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPCapital One Auto Receivables, LLC, a Delaware limited liability company (the “General PartnerSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), is confirm their agreement with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCRepresentatives and the other underwriters named in the applicable Terms Agreement (collectively, a Delaware limited liability company and a wholly owned subsidiary the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the Partnership classes designated in the applicable Terms Agreement (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership as hereinafter defined) (the “Operating PartnershipNotes”). The Securities will Notes are to be issued pursuant to an indentureby Capital One Auto Finance Trust 2007-C, to be dated as of December 4, 2012 a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the IssuersSeller, the Guarantors Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-2-B, the Class A-3-B and the Class A-4-B Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under the Securities Act Terms Agreement (as defined below) relating to another series of debt securities of shall have the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-142062), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumsupplement thereto, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Agreement Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is executed and delivered, the Issuers will prepare and deliver hereinafter referred to each Initial Purchaser a final offering memorandum dated the date hereof (as the “Final Offering MemorandumBasic Prospectus”). References herein ) relating to the Preliminary Offering Memorandum, the Pricing Disclosure Package Notes and the Offering Memorandum shall be deemed method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (as the “Preliminary Canadian Offering MemorandumProspectus.”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Finance Trust 2007-C)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Gulfport Energy Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate U.S.$350,000,000 principal amount of the Issuers’ 8.000its 6.625% Senior Notes due 2020 2023 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “Indenture”), among between the IssuersCompany, the Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “TrusteeGuarantors” and such Guarantees, the “Guarantees”). The Credit Suisse Securities will be issued only in book-entry form in (USA) LLC (“Credit Suisse”) and Scotia Capital (USA) Inc. (“Scotia Capital”) have agreed to act as the name of Cede & Co.representatives (together, as nominee of The Depository Trust Company (the “DepositoryRepresentatives”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined Purchasers in Section 2 hereof) (connection with the “DTC Agreement”), among offering and sale of the Issuers and the DepositaryNotes. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date among the Company, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined below), under the circumstances set forth therein, “Commission”) (ia) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange NotesOffer Registration Statement”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to another series of the resale by certain holders of Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and in each casecertain administrative terms (the “Exchange Notes”), to use its best efforts to cause such be offered in exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to be declared effective. All references herein Rule 415 of the Securities Act relating to the Exchange resale of the Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “related Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Offered Securities;” and the Exchange Notes and the related Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, Each of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers Company and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together hereby agrees with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationJoy Global Inc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate ") U.S.$200,000,000 principal amount of the Issuers’ 8.000its 8.75% Senior Subordinated Notes due 2020 2012 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed "Offered Securities") to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, to be dated as of December 4March 18, 2012 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors named therein (as defined belowthe "Guarantors") and ▇▇▇▇▇ Fargo BankBank Minnesota, National AssociationN.A., as trustee Trustee (the “"Trustee”"). The Offered Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company unconditionally guaranteed on a senior subordinated basis (the “Depository”"Subsidiary Guarantees") pursuant by each of the Guarantors. The United States Securities Act of 1933 is herein referred to a letter of representations, to be dated on or before as the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary"Securities Act". The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, agreement to be dated as the Closing Date, in substantially the same form of December 4, 2012 (the “Registration Rights Agreement”), Schedule B hereto among the IssuersCompany, the Guarantors and the Initial PurchasersPurchasers (the "Registration Rights Agreement"), pursuant for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to which the Issuers Registration Rights Agreement, the Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined belowthe "Commission"), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "Exchange Offer Registration Statement") relating to another series of debt securities of the Issuers with terms substantially Company's 8.75% Senior Subordinated Notes due 2012 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Notes Offered Securities and registered under the Securities Act (the “"Exchange Notes”) Securities"), to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the “"Exchange Offer”") or and the Subsidiary Guarantees thereof and, if applicable (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”)"Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, Offered Securities and in each case, to use its reasonable best efforts to cause such registration statement Registration Statements to be declared effective. All references herein to and remain effective and usable for the Exchange Notes periods specified in the Registration Rights Agreement and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementOffer. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Offered Securities and the Exchange Securities are referred to herein collectively as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)"Securities". The Securities are to be offered Company and sold to or through the Initial Purchasers without being registered Guarantors hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Joy Global Inc)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPCapital One Auto Receivables, LLC, a Delaware limited liability company (the “General PartnerSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), is confirm their agreement with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCRepresentatives and the other underwriters named in the applicable Terms Agreement (collectively, a Delaware limited liability company and a wholly owned subsidiary the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the Partnership classes designated in the applicable Terms Agreement (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership as hereinafter defined) (the “Operating PartnershipNotes”). The Securities will Notes are to be issued pursuant to an indentureby Capital One Auto Finance Trust 2006-A, to be dated as of December 4, 2012 a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the IssuersSeller, the Guarantors Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under the Securities Act Terms Agreement (as defined below) relating to another series of debt securities of shall have the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 supplement (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Prospectus Supplement”)) to the prospectus included in the Registration Statement (such prospectus, describing in the terms of form it appears in the Securities, each for use by such Initial Purchaser Registration Statement or in connection the form most recently revised and filed with its solicitation of offers the Commission pursuant to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein Rule 424(b) is hereinafter referred to as the “Pricing Disclosure PackageBasic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.” Promptly after this Prior to the time the first Contract of Sale (as defined below) for the Notes designated in the Terms Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering MemorandumTime of Sale”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange ActSeller had prepared a preliminary prospectus,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables LLC)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇Sunnova ▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPIssuer, LLC, a Delaware limited liability company (the “General PartnerIssuer”), is proposes, subject to the Partnership’s sole general partnerterms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), the 2.73% Solar Asset Backed Notes, Series 2020-2, Class A (the “Class A Notes”) and the 5.47% Solar Asset Backed Notes, Series 2020-2, Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”), in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). Legacy Reserves Operating GP On the Closing Date, Sunnova ▇▇▇ ▇▇ Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GPSunnova Sol Holdings”), is the sole general partner of Legacy Reserves Operating LPSunnova Intermediate Holdings, LLC, a Delaware limited partnership liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova ▇▇▇ ▇▇ Depositor, LLC, a Delaware limited liability company (the “Operating PartnershipDepositor”) and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”), dated as of the Closing Date, pursuant to which: (i) Sunnova Sol Holdings will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Securities will Notes are to be issued pursuant to under an indenture, to be dated as of December 4, 2012 the Closing Date (the “Indenture”), among by and between the Issuers, the Guarantors (as defined below) Issuer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (“▇▇▇▇▇ Fargo”), as indenture trustee (in such capacity, the “Indenture Trustee”). The Securities Pursuant to the Indenture, the Issuer will be issued only in book-entry form in pledge the name Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant Noteholders to secure the Notes. Pursuant to a letter transaction management agreement, dated as of representations, to be dated on or before the Closing Date Date, by and between the Issuer and Sunnova TE Management, LLC, a Delaware limited liability company (as defined in Section 2 hereof) (the “DTC AgreementSunnova Management”), among Sunnova Management will provide certain administrative, collection and other management services to the Issuers Issuer and in respect of the Managing Members and the Depositaryinterest, rights and obligations thereof. The holders of Finally, in connection with the Securities transaction, Sunnova Energy will be entitled to the benefits of deliver a registration rights agreementperformance guaranty, to be dated as of December 4the Closing Date, 2012 (in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Issuer, Depositor [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. and Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the “Registration Rights AgreementSunnova NPA Parties”). The Sunnova NPA Parties, among the Issuersand together with Sunnova Management, Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each Project Company are referred to herein as a “Sunnova Entity” and collectively, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange NotesSunnova Entities”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the . The Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notesamended, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after Securities Act”. Capitalized terms used in this Agreement is executed and delivered, but not otherwise defined shall have the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (meanings set forth in the “Final Offering Memorandum”). References herein Standard Definitions” attached as Annex A to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Indenture.
Appears in 1 contract
Sources: Note Purchase Agreement (Sunnova Energy International Inc.)
Introductory. Legacy Reserves LPSubject to the terms and conditions herein contained, a Delaware eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited partnership liability (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $300,000,000 400,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 5.875% Senior Notes due 2020 2022 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4August 14, 2012 2017 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationCiticorp International Limited, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as a nominee of The Depository Trust Company a depositary (the “DepositoryCommon Depositary”) pursuant common to a letter of representations, to be dated on or before the Closing Date Euroclear Bank SA/NV (as defined in Section 2 hereof“Euroclear”) and Clearstream Banking S.A. (the “DTC AgreementClearstream”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” following direct and (ii) any subsidiary indirect subsidiaries of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the NotesCompany: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and their respective successors and assigns L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”), ) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to The date of the Closing Date, completion of the Initial Purchasers will execute an escrow agreement, in offering of the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National AssociationNotes, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform specified in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It below, is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction DocumentsClosing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The Issuers understand foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇C▇▇▇▇▇▇ LynchPetroleum Finance Corporation, Piercean Alberta corporation (the “Issuer”), ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) proposes, subject to the terms and conditions stated herein, to issue and sell to the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate ) U.S.$150,000,000 principal amount of the Issuers’ 8.000its 75/8% Senior Notes due 2020 December 1, 2013 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indentureindenture agreement, to be dated as of December 4November 22, 2012 2005 (the “Indenture”), among the IssuersIssuer, the Guarantors (as defined below) and C▇▇▇▇▇▇ Fargo BankPetroleum Corporation, National Associationan Alberta corporation (“Parent”), as trustee the subsidiary guarantors listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co.fully, as nominee of The Depository Trust Company irrevocably and unconditionally guaranteed (the “DepositoryParent Guarantee”) pursuant ), as to a letter payment of representationsprincipal, to premium, if any, and interest by Parent, and will be dated on or before the Closing Date (as defined in Section 2 hereof) fully, irrevocably and unconditionally guaranteed (the “DTC AgreementSubsidiary Guarantees”)) as to payment of principal, among premium, if any, and interest by the Issuers Subsidiary Guarantors. Each of the Subsidiary Guarantees will be fully, irrevocably and unconditionally guaranteed (the “Parent-Subsidiary Guarantees” and, together with the Parent Guarantee and the DepositarySubsidiary Guarantees, the “Guarantees,” and, together with the Notes, the “Offered Securities”) as to payment of principal, premium, if any, and interest on a senior basis by Parent. The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date (as defined below) among the Issuer, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required Issuer agrees to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under with the United States Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes and Exchange Commission (the “Exchange NotesCommission”) to be offered in exchange for registering the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 resale of the Offered Securities under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Gulfport Energy Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate U.S.$650,000,000 principal amount of the Issuers’ 8.000its 6.000% Senior Notes due 2020 2024 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “Indenture”), among between the IssuersCompany, the Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “TrusteeGuarantors” and such Guarantees, the “Guarantees”). The Credit Suisse Securities will be issued only in book-entry form in (USA) LLC (“Credit Suisse”) and Scotia Capital (USA) Inc. (“Scotia Capital”) have agreed to act as the name of Cede & Co.representatives (together, as nominee of The Depository Trust Company (the “DepositoryRepresentatives”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined Purchasers in Section 2 hereof) (connection with the “DTC Agreement”), among offering and sale of the Issuers and the DepositaryNotes. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of December 4the Closing Date among the Company, 2012 the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined below), under the circumstances set forth therein, “Commission”) (ia) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange NotesOffer Registration Statement”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to another series of the resale by certain holders of Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and in each casecertain administrative terms (the “Exchange Notes”), to use its best efforts to cause such be offered in exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to be declared effective. All references herein Rule 415 of the Securities Act relating to the Exchange resale of the Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “related Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Offered Securities;” and the Exchange Notes and the related Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, Each of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers Company and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together hereby agrees with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPCelanese US Holdings LLC, a Delaware limited partnership liability company (the “PartnershipCompany”), and Legacy Reserves Finance a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersParent Guarantor”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ LynchDeutsche Bank AG, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated London Branch (“▇▇▇▇▇▇▇ ▇▇▇▇▇Deutsche Bank”) and the other several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 €500 million aggregate principal amount of the Issuers’ 8.000Company’s 2.125% Senior Notes due 2020 2027 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ Deutsche Bank has agreed to act as the Representative representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4May 6, 2012 2011 (the “Base Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Certain terms of the Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) established pursuant to a letter of representationssupplemental indenture, to be dated on or before as of the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementSupplemental Indenture” and, together with the Base Indenture, the “Indenture”), to the Base Indenture, among the Issuers Company, the Guarantors, the Trustee, Deutsche Bank Trust Company Americas, as registrar and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 transfer agent (the “Registration Rights AgreementTransfer Agent”), among the Issuersand Deutsche Bank Trust Company Americas, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes paying agent (the “Exchange NotesPaying Agent”) to ). Notes will be offered issued only in exchange for the Notes registered form and deposited in global form with a common depository (the “Exchange OfferCommon Depository”) or for Euroclear Bank S.A./N.V. (ii“Euroclear”) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933and Clearstream Banking, as amended société anonyme (the “Securities ActClearstream”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant Subject to the terms and conditions of the Registration Rights Agreement. The Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, severally by (i) the entities Parent Guarantor and (ii) the subsidiaries of the Company that are listed on the signature pages Schedule B hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Terex Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ") U.S. $300,000,000 aggregate 200,000,000 principal amount of the Issuers’ 8.000its 9-1/4% Senior Subordinated Notes due 2020 2011 (the “"Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ") to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to under an indenture, to be dated as of December 417, 2012 2001 (the “"Indenture”"), among between the IssuersCompany, the Guarantors (guarantors named therein and The Bank of New York, as defined below) and Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., Payhauler Corp., Terex Cranes, Inc., Terex-RO Corporation, Terex-Telelect, Inc., The American Crane Corporation , O&K Orenstein & Koppel, Inc., Amida In▇▇▇▇▇▇▇▇, In▇., ▇▇darapids, Inc., Standard Havens, Inc., Standard Havens Prod▇▇▇▇, Inc., BL-Pegson U▇▇, ▇▇c., Benford America, Inc., Coleman Eng▇▇▇▇▇▇▇g, Inc., EarthKi▇▇, ▇▇▇., Finlay Hydrascreen USA, Inc., Powerscreen Holdings USA, Inc., Powerscreen International LLC, Powerscreen North America, Inc., Powerscreen USA, LLC, Royer Industries, Inc., Terex Bart▇▇▇, Inc., Terex Paving, Inc. ▇▇▇ Fargo Bank▇▇▇ Terex Corporation (the "Guarantors," and together with the Company, National Associationthe "Issuers"). For purposes of this agreement, the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors. The United States Securities Act of 1933, as trustee amended, is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the Registration Rights Agreement (the “Trustee”"Registration Rights Agreement"). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”hereinafter defined), among in substantially the Issuers and the Depositaryform of Exhibit A hereto. The holders of the Securities will be entitled Pursuant to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined below), the "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "Exchange Offer Registration Statement") relating to another series registering an issue of debt securities of the Issuers with terms substantially senior subordinated notes identical in all material respects to the Notes (the “"Exchange Notes”") to be offered in exchange for the Notes (the “"Exchange Offer”") or and (ii) under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the "Shelf Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”Statement"). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Offered Securities, the Exchange Notes and the Exchange Registration Rights Agreement, are sometimes referred to in this Agreement, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents," and the execution and delivery of the Indenture and the issuance and sale of the Offered Securities are sometimes referred to herein herein, individually, as a "Transaction" and collectively, as the “Transaction Documents"Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering " Each of the Securities on the terms Issuers, jointly and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resellseverally, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered hereby agrees with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Terex Corp)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Westlake Chemical Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 3.600% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇Incorporated, Deutsche Bank Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has & Co. LLC have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (in such capacity, collectively, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)Notes. The Securities Notes will be issued pursuant to an indenture, to be dated as of December 4January 1, 2012 2006 (the “Base Indenture”), among the IssuersCompany, the Guarantors subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee, as amended and supplemented by that certain Sixth Supplemental Indenture, dated as of July 17, 2012, among the Company, the subsidiary guarantors party thereto (as defined beloweach a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and ▇▇▇▇▇ Fargo The Bank of New York Mellon Trust Company, N.A., as successor in interest to JPMorgan Chase Bank, National Association, as trustee (the “Trustee”). The Securities Base Indenture as amended and supplemented by the Supplemental Indenture is referred to herein as the “Indenture”). The Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors pursuant to their guarantee set forth in the Indenture (each a “Guarantee” and collectively, the “Guarantees”). The Notes and the Guarantees are referred to herein collectively as the “Securities.” The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) ), pursuant to a letter Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 hereof) January 5, 2006 (the “DTC Agreement”), among the Issuers Company and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the IssuersNotes, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities DTC Agreement and the Exchange Securities this Agreement are referred to herein collectively as the “Transaction Operative Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Graphic Packaging Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated the several initial purchasers named in Schedule A hereto (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Purchasers”) U.S.$300,000,000 principal amount of its 8 5/8% Senior Subordinated Notes due 2012 (the “Offered Securities”). The Offered Securities will be guaranteed by Graphic Packaging International Corporation (the “Parent”) and the existing and future domestic subsidiaries of the Parent (other several Initial Purchasers named in Schedule A than the Company) (the “Initial Purchasers”)Subsidiary Guarantors” and, acting severally and not jointlytogether with the Parent, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “RepresentativeGuarantors”) in connection with the offering and sale of the Securities pursuant to a guarantee (as defined below). Legacy Reserves GP, LLCeach, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating PartnershipGuarantee”). The Offered Securities will be issued pursuant to under an indenture, to be dated as of December 4February 28, 2012 2002 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankBank Minnesota, National Association, as trustee (trustee. The United States Securities Act of 1933 is herein referred to as the “Trustee”). The Securities Act.” Holders (including subsequent transferees) of the Offered Securities will be issued only in book-entry form have the registration rights set forth in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 agreement (the “Registration Rights Agreement”), among to be dated the IssuersClosing Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Guarantors Company and the Initial Purchasers, pursuant to which the Issuers and the Guarantors Parent will be required agree to file with the Securities and Exchange Commission (as defined belowthe“Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe “Exchange Offer Registration Statement”) relating to another series of debt securities of the Issuers with terms substantially Company’s 8 5/8% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Notes Offered Securities and the Guarantees thereof and registered under the Securities Act (the “Exchange NotesSecurities”) ), to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) or and (ii) a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities ActShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”), ) relating to the resale by certain holders of the Notes, Offered Securities and in each case, to use its best commercially reasonable efforts to cause such registration statement Registration Statements to be declared effective. All references herein to and remain effective and usable for the Exchange Notes periods specified in the Registration Rights Agreement and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementOffer. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Offered Securities and the Exchange Securities are referred to herein collectively as the “Transaction DocumentsSecurities.” The Issuers understand that Company and the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and Parent hereby agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPPly Gem Industries, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersIssuer”)) proposes, propose subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) U.S. $300,000,000 aggregate 160,000,000 principal amount of the Issuers’ 8.000its 9.375% Senior Notes due 2020 2017 (the “NotesOffered Securities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as the Representative of the several Initial Purchasers be issued under an indenture (the “RepresentativeIndenture”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 the Closing Date (the “Indenture”as defined herein), among the IssuersIssuer, the Subsidiary Guarantors (as defined belowherein), Ply Gem Holdings, Inc. (“Holdings”) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in offered and sold to the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) Initial Purchasers pursuant to a letter of representations, to be dated on or before an exemption from the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders registration requirements of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes Offered Securities will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly basis by Holdings and severally, by the Issuer’s subsidiaries listed as such on Schedule B hereto (i) the entities listed on the signature pages hereof as “Subsidiary Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notesand, and their respective successors and assigns (collectivelytogether with Holdings, the “Guarantors”). As of the date hereof, pursuant to their guarantees $150.0 million in aggregate principal amount of the Issuer’s 13.125% senior subordinated notes due 2014 (the “GuaranteesSenior Subordinated Notes”) are outstanding. On September 27, 2012, the Issuer intends to cause the trustee of the Senior Subordinated Notes to issue a redemption notice for such Senior Subordinated Notes on the Closing Date and, in such an event, will irrevocably deposit on the Closing Date with the trustee of the Senior Subordinated Notes an amount sufficient to redeem such Senior Subordinated Notes to effect the satisfaction and discharge of its obligations under the Senior Subordinated Notes. The Issuer intends to redeem (the “Redemption”) any and all outstanding Senior Subordinated Notes on October 27, 2012 (the “Redemption Date”). The Notes and the Guarantees related thereto are herein collectively referred Issuer intends to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of use the net proceeds from the sale Offered Securities to pay (i) the redemption price of any Senior Subordinated Notes redeemed by the Notes Issuer and (before expenses but after initial purchaser discountsii) under Section 2 hereofcosts related to the Transactions. The Escrow Agreement shall provide that Initial Purchasers have advised the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Issuer that the Initial Purchasers propose intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers resell (the “Subsequent PurchasersExempt Resales”) the Offered Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Preliminary Offering Memorandum (as defined below) and Final Offering Memorandum (as defined below), as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the first time when sales of the Securities are made is referred to as persons specified in clauses (i) and (ii), the “Time of SaleEligible Purchasers”). The Holders (including subsequent transferees) of the Offered Securities are will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), among the Issuer, the Guarantors and the Initial Purchasers, to be offered dated the Closing Date (as defined herein), substantially in the form attached hereto as Exhibit E, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer and sold the Guarantors will agree to or through the Initial Purchasers without being registered (i) file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the a) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the “Rule 144AExchange Offer Registration Statement”) or Regulation S relating to the Offered Securities in a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering MemorandumExchange Securities”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 be offered in exchange for the Offered Securities (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed Exchange Offer”) and delivered(b) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof Securities Act (the “Final Offering Memorandum”). References herein to Shelf Registration Statement” and, together with the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amendedOffer Registration Statement, the “Exchange Act,” which term, as used herein, includes Registration Statements”) relating to the rules and regulations resale by certain holders of the Commission promulgated thereunderOffered Securities, (ii) prior to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the Time of Sale and incorporated by reference periods specified in the Pricing Registration Rights Agreement and (iii) to use its commercially reasonable efforts to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” This Agreement, the Guarantees, the Offered Securities, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Operative Documents.” The issuance and sale of the Offered Securities, the issuance of the Guarantees, the Tender Offer and the use of proceeds from the sale of the Offered Securities described in the General Disclosure Package (including the Preliminary Offering Memorandumas defined herein) or the and Final Offering Memorandum (and the Redemption, are collectively referred to as the case may be), “Transactions.” The Issuer and all references herein to each of the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Guarantors hereby confirm their agreements agree with the several Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPSummit Midstream Holdings, LLC, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation liability company (“Legacy Finance,Summit Midstream”) and Summit Midstream Finance Corp. ( “Finance Corp.” and and, together with the PartnershipSummit Midstream, the “Issuers”), ) propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% 7 ½% Senior Notes due 2020 2021 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has and Deutsche Bank Securities Inc., RBC Capital Markets, LLC and RBS Securities Inc. have agreed to act as the Representative representatives of the several Initial Purchasers (the “Representative”) Representatives” in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4June 17, 2012 2013 (the “Indenture”), among the Issuers, Summit Midstream Partners, LP, a Delaware limited partnership (the Guarantors “Parent Guarantor”), the subsidiary guarantors listed on Schedule B hereto (as defined belowtogether with the Parent Guarantor, the “Guarantors”) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Issuers, the Trustee and the Depositary. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 the Closing Date (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial PurchasersRepresentatives, pursuant to which the Issuers and the Guarantors will may be required to file with the Securities and Exchange Commission (as defined belowthe “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its their best efforts to cause such registration statement statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal ofprincipal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” Guarantors and (ii) any subsidiary of the Partnership Summit Midstream formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”)assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;” ”; and the Exchange Notes and the Guarantees related attached thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent The Parent Guarantor has entered into that certain Contribution Agreement (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Contribution Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) dated as of June 4, 2013, with the Escrow AgentSummit Midstream Partners Holdings, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability companycompany (“Summit Holdings”), and Concho Oil & Gas Bison Midstream, LLC, a Texas Delaware limited liability companycompany (“Bison”), pursuant to which Summit Holdings contributed all of the membership interests in Bison to the Parent Guarantor, and the Parent Guarantor then further contributed such interests to Summit Midstream. The Parent Guarantor has entered into a that certain Purchase and Sale Agreement (the “Permian Purchase Mountaineer Agreement”) ), dated as of June 4, 2013, with MarkWest Liberty Midstream & Resources, L.L.C., a Delaware limited liability company and a subsidiary of MarkWest Energy Partners, L.P., a Delaware limited partnership (“MarkWest”), pursuant to which Legacy Reserves Operating LP MarkWest agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012sell, and effective as of October 1, 2012the Parent Guarantor agreed to acquire, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties gathering assets in the Permian Basin of west Texas and southeastern New MexicoDoddridge County, for $520.0 million, subject to adjustments as described in the Permian Purchase AgreementWest Virginia. The Issuers and Contribution Agreement, the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General PartnerMountaineer Agreement, are herein referred to collectively as the “Legacy Entities.” This this Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase AgreementSecurities, the Escrow Agreement, the Indenture, the Exchange Securities and the Exchange Securities Indenture are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12June 5, 2012 2013 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19June 12, 2012 2013 in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Terex Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$100,000,000 principal amount of its 8-7/8% Series C Senior Subordinated Notes due 2008 ("Notes") to be issued under an indenture, to be dated as of March 9, 1999 (the Indenture"), between the Company, the guarantors named therein and United States Trust Company of New York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Aerials, Inc., Terex Cranes, Inc., Terex Mining Equipment, Inc., Terex-RO Corporation, Terex-Telelect, Inc., The American Crane Corporation and O&K ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A , Inc. (the “Initial Purchasers”), acting severally "Guarantors," and not jointlytogether with the Company, the respective amounts "Issuers"). For purposes of this agreement, the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors. The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will have the registration rights set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 Registration Rights Agreement (the “Notes”"Registration Rights Agreement"). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”hereinafter defined), among in substantially the Issuers and the Depositaryform of Exhibit A hereto. The holders of the Securities will be entitled Pursuant to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined below), the "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "Exchange Offer Registration Statement") relating to another series registering an issue of debt securities of the Issuers with terms substantially senior subordinated notes identical in all material respects to the Notes (the “"Exchange Notes”") to be offered in exchange for the Notes (the “"Exchange Offer”") or and (ii) under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the "Shelf Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”Statement"). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Offered Securities, the Exchange Notes and the Exchange Registration Rights Agreement, are sometimes referred to in this Agreement, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents," and the execution and delivery of the Indenture and the issuance and sale of the Offered Securities are sometimes referred to herein herein, individually, as a "Transaction" and collectively, as the “Transaction Documents"Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering " Each of the Securities on the terms Issuers, jointly and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resellseverally, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered hereby agrees with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Terex Corp)
Introductory. Legacy Reserves LPMillenium Seacarriers, Inc., a Delaware limited partnership Cayman Islands corporation (the “Partnership”"Issuer"), proposes, subject to the terms and Legacy Reserves Finance Corporationconditions stated herein, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”") $100,000,000, Representing 100,000 Units (the "Units"), acting severally and not jointly, the respective amounts set forth each Unit consisting of one of its 12% First Priority Ship Mortgage Notes Due 2005 in such Schedule A a principal amount at maturity of $300,000,000 aggregate principal amount 1,000 and one Warrant (each a "Warrant") to purchase 5 shares of common stock, par value $1 per share (the "Common Stock") of the Issuers’ 8.000% Senior Issuer at the exercise price of $.01 per share. The Notes due 2020 and Warrants are collectively referred to herein as the "Offered Securities". The Notes will be unconditionally guaranteed on a senior basis by each of the Issuer's subsidiaries that owns a Mortgaged Vessel (as herein defined) on the Closing Date (as herein defined) or thereafter, identified on the signature pages to this Agreement or to an amendment thereto (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”"Subsidiary Guarantors"). The Securities Notes will be issued pursuant to under an indenture, to be indenture dated as of December 4July 15, 2012 1998 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankThe First National Bank of Maryland, National Associationa national banking association, as trustee (the “"Trustee”"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "Securities Act"). The Securities guarantees of the Subsidiary Guarantors are herein referred to as the "Guarantees". The Warrants will be issued only under a warrant agreement dated as of July 15, 1998 (the "Warrant Agreement") between the Issuer and The First National Bank of Maryland as warrant agent (the "Warrant Agent"). To secure, among other things, the Notes and its respective Guarantee, each Subsidiary Guarantor will pledge and assign to the Collateral Agent (as defined) all its right, title and interest in book-entry and to (i) the vessel (the "Mortgaged Vessel") owned by it, pursuant to a Mortgage (as defined in the Indenture), substantially in the form heretofore agreed to be issued in favor of the Collateral Agent, (ii) all the policies and contracts of insurance taken out from time to time in respect of its Mortgaged Vessel pursuant to an Assignment of Insurance (an "Insurance Assignment"), (iii) if applicable, the time charterparty earnings and hire (the "Charter") and freights relating to its Mortgaged Vessel pursuant to the Indenture, and (iv) all accounts maintained in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, Collateral Agent pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, any proceeds of (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary will be delivered under the circumstances described in the Collateral Agency Agreement and all accounts maintained in the name of the Partnership formed or acquired after Trustee pursuant to which any proceeds of (iii) will be delivered under the Closing Date that executes circumstances described in the Indenture. The Notes will also be secured by, among other things, a supplement pledge by the Issuer of all the issued and outstanding capital stock of each Subsidiary Guarantor (the "Pledged Stock") pursuant to the Indenture to guarantee and by the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out created pursuant to the terms of the Escrow Agreement. It is understood , dated as of July 15, 1998 (the "Escrow Agreement"), between the Issuer and agreed to by The First National Bank of Maryland, as escrow agent (the parties hereto that on November 5"Escrow Agent"), 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary into which the net proceeds of the Partnership, COG Operating LLC, a Delaware limited liability company, Offering will be delivered and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (held under the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets circumstances described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Escrow Agreement. The Issuers Subsidiary Guarantors will obtain certain commercial and technical management services from the sole shareholder of the Issuer, Millenium Management Inc., a Cayman Islands corporation ("MMI"), and, pursuant to certain subcontracts from MMI, from Kylco Maritime Limited ("Kylco Greece") and Kylco Maritime (USA) Limited ("Kylco USA" and, collectively, "Kylco"). The rights of the various creditors of the Issuer and the Subsidiary Guarantors are herein referred to collectively will be governed by a Collateral Agency and Intercreditor Agreement dated as of July 15, 1998 (the “Legacy Parties,” "Collateral Agency Agreement"), among the Issuer, the Subsidiary Guarantors, The First National Bank of Maryland, as collateral agent and together with trustee (the General Partner" Collateral Agent") and Bank of New York. The Indenture, are herein referred to collectively as the “Legacy Entities.” This Mortgages the Collateral Agency Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, Insurance Assignments and the Escrow Agreement, the Indenturecollectively, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is will hereinafter be referred to as the “Time of Sale”)"Security Documents". The Securities are to be offered Issuer and sold to or through the Initial Purchasers without being registered Subsidiary Guarantors hereby agree, jointly and severally, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance DIMAC Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ") $300,000,000 100,000,000 aggregate principal amount of its 12-1/2% Senior Subordinated Notes Due 2008 (the Issuers’ 8.000"Offered Securities"). The Offered Securities will be unconditionally guaranteed on a senior subordinated basis (the "Subsidiary Guaranties") by each domestic subsidiary of the Company signatory hereto (the "Subsidiary Guarantors"). The Offered Securities will be issued under an indenture dated as of October 15, 1998 (the "Indenture"), among the Company, the Subsidiary Guarantors and Wilmington Trust Company, as trustee (the "Trustee"). The United States Securities Act of 1933 is herein referred to as the "Securities Act." The Offered Securities are being issued and sold in connection with a Refinancing (as defined below) by the Company pursuant to which the Company intends to (i) purchase $100.0 million outstanding 11-5/8% Senior Notes due 2020 Due 2002 (the “"AmeriComm Senior Notes”") of AmeriComm Direct Marketing, Inc., ("ADMI"). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative , a subsidiary of the several Initial Purchasers Company, through a tender offer and consent solicitation (the “Representative”"Tender Offer and Consent Solicitation"), (ii) purchase 12-1/2% Senior Notes Due 2003 (the "AmeriComm Holdings Senior Notes") of AmeriComm Holdings, Inc., a subsidiary of the Company, (iii) repay senior bank indebtedness of ADMI under its existing credit agreement, (iv) reduce its amount of revolving loans outstanding under its senior secured credit agreement and (v) pay certain fees and expenses incurred in connection with the offering and sale of the Offered Securities and the Tender Offer and Consent Solicitation (as defined below). Legacy Reserves GPcollectively, LLCtogether with the Tender Offer and Consent Solicitation, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”"Refinancing"). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file hereby agrees with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPOn the Closing Date (as defined below), United Service Technologies Limited, a Delaware limited partnership British Virgin Islands corporation (the “Partnership”"UNISERV"), and Legacy Reserves Finance Corporationas successor to Supply Solutions Limited, a Delaware British Virgin Islands corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"SUPPLY SOLUTIONS"), propose pursuant to issue the Merger (as defined below), will enter into, with each of Credit Suisse First Boston International ("CSFBI") and sell to Bear ▇▇▇▇▇▇▇ LynchInternational Limited ("BSIL"), Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) certain option and the other several Initial Purchasers named in Schedule A loan transactions (the “Initial Purchasers”"COLLAR TRANSACTIONS") covering initially 6,620,000 ordinary shares (the "ORDINARY SHARES"), acting severally and not jointlyno par value per share, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 UTi Worldwide Inc., a British Virgin Islands corporation (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”"COMPANY"), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will which may be issued pursuant increased to cover up to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer additional 993,000 Ordinary Shares pursuant to the terms of the Registration Rights AgreementCollar Transactions. The payment of principal ofIn connection with hedging its exposure under the Collar Transactions, premiumCSFBi and BSIL, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns affiliates (collectively, the “Guarantors”), pursuant "DEALERS") propose to their guarantees borrow and sell to the several Underwriters named in Schedule I hereto (the “Guarantees”"UNDERWRITERS") 5,743,000 Ordinary Shares (the "FIRM SECURITIES") and up to an additional 861,000 Ordinary Shares (the "OPTIONAL SECURITIES") if the Underwriters exercise their option to cover over-allotments in connection with the underwritten offering of the Firm Securities as set forth under Section 3 below. Up to 4,403,057 of the Firm Securities (the "AFFILIATED LOANED SHARES") will be borrowed from certain lenders affiliated with the Company named in Schedule II hereto (the "AFFILIATED LENDERS"). The Notes Firm Securities and the Guarantees related thereto Optional Securities, which are to be borrowed by the Dealers, are herein collectively referred to as called the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date"OFFERED SECURITIES". In addition, the Initial Purchasers Dealers will execute borrow from time to time an escrow agreement, additional 877,000 (or up to 1,009,000 if the Underwriters have exercised their option to cover over-allotments in connection with the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent underwritten offering) Ordinary Shares (the “Escrow Agent”"ADDITIONAL SECURITIES"), which the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and Dealers will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) sell under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Statement (as defined below) and agree that the Initial Purchasers may resell, subject pursuant to the conditions set forth hereinRegistration Rights Agreement dated as of November 23, all or a portion 2004, as amended by Amendment No. 1 to the Registration Rights Agreement dated as of December 17, 2004 among the Company, Uniserv and, with respect to certain provisions, the Dealers (the "REGISTRATION RIGHTS AGREEMENT"), in connection with the Collar Transactions. The Additional Securities will not be included in the offering of the Offered Securities to purchasers be underwritten by the Underwriters, and the Dealers will not sell any Additional Securities through the underwriting syndicate formed by the Underwriters to offer the Offered Securities. Uniserv will enter into the Collar Transactions to finance the payment to certain of its shareholders of Uniserv in connection with the merger (the “Subsequent Purchasers”"MERGER") of Supply Solutions and Uniserv in accordance with the Plan of Merger in terms of sections 76 to 79 of the International Business Companies Act 1984 (Cap 291) of the British Virgin Islands (the "PLAN OF MERGER"), which was approved by the sole shareholder of Supply Solutions on November 22, 2004 and by the shareholders of Uniserv on December 15, 2004, and sets out certain terms and conditions for the cancellation of Uniserv shares held by certain Uniserv shareholders (the "RESOLUTIVE CONDITIONS"). As set forth in the Pricing Disclosure Package Plan of Merger, the Resolutive Condition (as defined in the first time when sales Plan of Merger) relates to, among other things, the consummation of the sale of the Firm Securities are made is referred to as contemplated in this Agreement. Uniserv, the “Time of Sale”). The Securities are to be offered Company and sold to or through the Initial Purchasers without being registered Dealers hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers Underwriters as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPSunTrust Auto Receivables, LLC, a Delaware limited liability company (the “General PartnerDepositor”) and SunTrust Bank, a Georgia banking corporation (“SunTrust”), is confirm their agreement with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCRepresentatives and the other underwriters named in the applicable Terms Agreement (collectively, a Delaware limited liability company and a wholly owned subsidiary the “Underwriters”) as follows: The Depositor proposes to sell to the Underwriters the notes of the Partnership classes designated in the applicable Terms Agreement (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership as hereinafter defined) (the “Operating PartnershipNotes”). The Securities will Notes are to be issued pursuant to an indentureby SunTrust Auto Trust 20[ ]-[ ], to be dated as of December 4, 2012 a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and [ ], as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the IssuersDepositor, the Guarantors Issuer, SunTrust and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Depositor, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and [the Interest Rate Swap Agreement and] (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Depositor by SunTrust pursuant to the Purchase Agreement, dated as of the Closing Date, between the Depositor and SunTrust (the “Purchase Agreement”) and will be conveyed to the Issuer by the Depositor pursuant to the Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on one or more classes of Notes (the “Swap Agreement”).] The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under the Securities Act Terms Agreement (as defined below) relating to another series of debt securities of shall have the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Depositor has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-143513), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Depositor proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumsupplement thereto, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Agreement Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is executed and delivered, the Issuers will prepare and deliver hereinafter referred to each Initial Purchaser a final offering memorandum dated the date hereof (as the “Final Offering MemorandumBasic Prospectus”). References herein ) relating to the Preliminary Offering Memorandum, the Pricing Disclosure Package Notes and the Offering Memorandum shall be deemed method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (as the “Preliminary Canadian Offering MemorandumProspectus.”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (SunTrust Auto Receivables, LLC)
Introductory. Legacy Reserves LPThe Greenbrier Companies, a Delaware limited partnership Inc., an Oregon corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in on Schedule A (the “Initial Purchasers”)hereto, for whom you are acting as Representatives, acting severally and not jointly, the respective amounts set forth in such on Schedule A of $300,000,000 250,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 2.875% Senior Convertible Notes due 2020 2024 (the “Firm Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $25,000,000 principal amount of its 2.875% Senior Convertible Notes due 2024 (the “Additional Notes”) if and to the extent the Initial Purchasers determine to exercise their option to purchase such Additional Notes. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities Notes will be issued pursuant to an indenture, to be dated as of December 4February 6, 2012 2017 (the “Indenture”), among between the Issuers, the Guarantors (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities Notes will be convertible into cash, shares of the Company’s common stock, without par value (the “Common Stock”), or a combination thereof, as set forth and subject to the limitations contained in the Indenture. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementDepositary”), among the Issuers . The Notes and the Depositary. The holders of the Underlying Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to issuable upon conversion thereof will be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of without being registered under the Securities Act of 1933, as amended (the “Securities Act”), relating only to qualified institutional buyers in compliance with the resale exemptions from registration provided by certain holders of Rule 144A under the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementSecurities Act (“Rule 144A”). The payment net proceeds from the issuance and sale of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, used by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”)Company for general corporate purposes. The Notes issuance and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors payment of transaction expenses are herein referred to herein collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesTransactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Notes and the Exchange Securities Indenture are referred to herein as the “Transaction Documents.” The Issuers understand maximum number of shares of Common Stock initially issuable upon conversion of the Notes (including the maximum number of shares of Common Stock that may be issued upon conversion of the Notes in connection with a make-whole fundamental change (as defined in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below)) and assuming (i) the Company elects to issue and deliver solely shares of Common Stock in respect of all conversions and (ii) the Initial Purchasers exercise their option to purchase all of the Additional Notes) are referred to herein as the “Underlying Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities Notes are made is referred to as the “Time of Sale”). The Securities Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Notes and the Indenture, investors who acquire Securities Notes shall be deemed to have agreed that Securities Notes may only be resold or otherwise transferred, after the date hereof, if such Securities Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12January 30, 2012 2017 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19January 31, 2012 2017 (the “Pricing Supplement”), setting forth information relating to the Company and describing the terms of the SecuritiesNotes, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the SecuritiesNotes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 1934, as amended (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties Company hereby confirm their confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPOshkosh Corporation, a Delaware limited partnership Wisconsin corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 250,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 5.375% Senior Notes due 2020 2025 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4March 2, 2012 2015 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) of February 22, 2010 (the “DTC Agreement”), among the Issuers Company, the Trustee and the Depositary. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4March 2, 2012 2015 (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best commercially reasonable efforts to cause such registration statement statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” in accordance with the terms of the Indenture and (ii) any subsidiary of the Partnership Company formed or acquired after the Closing Date (as hereinafter defined) that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” ”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12February 17, 2012 2015 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19February 17, 2012 2015 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
Appears in 1 contract
Sources: Purchase Agreement (Oshkosh Corp)
Introductory. Legacy Reserves LPCorrections Corporation of America, a Delaware limited partnership Maryland corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A ) an aggregate of $300,000,000 aggregate 465,000,000 in principal amount of the Issuers’ 8.000its 73/4% Senior Notes due 2020 2017 (the “Notes”), subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”). ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ has ”), Banc of America Securities LLC and Wachovia Capital Markets, LLC have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities Notes. The Notes will be guaranteed (as defined below). Legacy Reserves GPcollectively, LLC, a Delaware limited liability company the “Guarantees”) by each of the subsidiary guarantors named in Schedule B (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating PartnershipNotes Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will are to be issued pursuant to an indenture, to be the provisions of a base indenture dated as of December 4January 23, 2012 2006 (the “Base Indenture”), ) among the IssuersCompany, the Notes Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by a second supplemental indenture to be dated as of June 3, 2009. The Base Indenture, as supplemented by the second supplemental indenture, is referred to herein as the “Indenture.” In connection with the issuance of the Notes, the Company will commence a cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 7.5% Senior Notes due 2011 (the “2011 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase and Consent Solicitation Statement to be dated as of May 19, 2009 (the “Offer to Purchase and Consent Solicitation Statement”), including all information incorporated by reference therein and exhibits, appendices and attachments thereto, as amended, modified or supplemented from time to time. The net proceeds from the sale of the Securities will be issued only in book-entry form in used to fund the name of Cede & Co.Tender Offer and pay related fees and expenses. In addition, as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) hereinafter defined), the Company will enter into an amendment (the “DTC Credit Agreement Amendment”) to that certain Credit Agreement (the “Credit Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be ) dated as of December 421, 2012 (2007 by and among the “Registration Rights Agreement”)Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto, which amendment will, among other things, permit the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale issuance of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that by the escrowed funds shall only be released Company and paid out pursuant to the terms issuance of the Escrow Agreement. It is understood and agreed to Guarantees by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesNotes Guarantors.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Corrections Corp of America)
Introductory. Legacy Reserves LPRed Mountain Resources, Inc., a Delaware limited partnership Florida corporation (the “PartnershipCompany”), proposes, subject to the terms and Legacy Reserves Finance Corporation, a Delaware corporation conditions of this Underwriting Agreement (this “Legacy Finance,” and together with the Partnership, the “IssuersAgreement”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) the public and to certain noteholders in cancellation of up to $4.3 million of indebtedness through the other several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointlyon a best efforts basis, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 up to 500,000 units (the “NotesUnits”), consisting of up to an aggregate of (i) 500,000 shares of its 10% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “Shares”), and (ii) 500,000 warrants to purchase up to 12,500,000 shares of common stock of the Company (the “Warrants”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ The Units will not be issued. Rather, the Shares and Warrants will immediately separate and will be issued separately. The Units, Shares and Warrants are collectively referred to as the “Securities.” The Warrants will be issued pursuant to the terms of a Warrant Agreement (the “Warrant Agreement”) to be entered into by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as warrant agent. Global Hunter Securities, LLC (“Global Hunter”) has agreed to act as the Representative representative of the several Initial Purchasers Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)Securities. The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) Company has prepared and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-186076), which contains a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” which term, as used herein, includes and from and after the rules date and regulations time of filing of the Commission promulgated thereunder)Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 24, in reliance upon exemptions therefrom. Pursuant to the terms of 2013 describing the Securities and the Indentureoffering thereof, investors who acquire Securities shall be deemed together with the Base Prospectus, is called the “Initial Prospectus,” and the Initial Prospectus and any other preliminary prospectus supplement to have agreed the Base Prospectus that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under describes the Securities Act or if an exemption from and the registration requirements offering of the Securities Act Units and is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time filing of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum Prospectus (as the case may bedefined below), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements together with the Initial Purchasers as follows:Base Prospectus, is called a “preliminary prospectus.”
Appears in 1 contract
Sources: Underwriting Agreement (Red Mountain Resources, Inc.)
Introductory. Legacy Reserves LPFleet Credit Card Funding Trust, a Delaware limited partnership business trust ("FCCF") proposes to cause $___________ aggregate principal amount of Class A [Floating Rate] [__%] Asset-Backed Certificates, Series 200_-_ (the “Partnership”"Class A Certificates"), and Legacy Reserves Finance Corporation$____________ aggregate principal amount of Class B [Floating Rate] [__%] Asset-Backed Certificates, a Delaware corporation Series 200_-_ (“Legacy Finance,” the "Class B Certificates, and together with the PartnershipClass A Certificates, the “Issuers”"Certificates") and a $___________ Collateral Interest, Series 200_-_ (the "Collateral Interest") to be issued under an Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 (as amended and restated as of January 1, 2002, the "Amended and Restated Pooling and Servicing Agreement"), propose to issue and sell to ▇▇▇▇▇▇▇ Lynchamong FCCF, Pierceas Transferor, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Fleet Bank (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A RI), National Association, a national banking association (the “Initial Purchasers”"Bank"), acting severally as Servicer and not jointlyBankers Trust Company, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 as Trustee (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed "Trustee") as supplemented by the Series 200_-_ Supplement with respect to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, Certificates to be dated as of December 4__________ __, 2012 200_ (the “Indenture”"Series Supplement" and together with the Amended and Restated Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. The assets of the Trust will include, among other things, certain amounts due (the "Receivables") with respect to a pool of VISA and MasterCard credit card accounts owned by the Bank and designated to the Trust (the "Accounts"), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”)recoveries on Defaulted Receivables. The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers FCCF and the Depositary. The holders of the Securities will be entitled to the benefits of Bank have entered into a registration rights agreement, to be Receivables Purchase Agreement dated as of December 4January 1, 2012 2002 (the “Registration Rights "Receivables Purchase Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, ") pursuant to which the Issuers Bank has sold to FCCF all of the Bank's right, title and interest in the Receivables existing or arising in the Accounts. FCCF and the Guarantors will be required to file Bank each hereby agrees with the Commission (as defined below), under underwriters for the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes Class A Certificates listed on Schedule A hereto (the “Exchange Notes”"Class A Underwriters") to be offered in exchange and the underwriters for the Notes Class B Certificates listed on Schedule A hereto (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties"Class B Underwriters,” " and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This AgreementClass A Underwriters, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below"Underwriters") and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Fleet Credit Card Master Trust Ii)
Introductory. Legacy Reserves LP, a Delaware limited partnership United Rentals (the “Partnership”North America), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate ) U.S.$200,000,000 principal amount of the Issuers’ 8.000its 10 3/4% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership Due 2008 (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating PartnershipOffered Securities”). The Offered Securities will be unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Offered Securities will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Offered Securities will be issued pursuant to an indenture, to be as additional securities under the indenture dated as of December 4April 20, 2012 2001 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in and the name of Cede & Co., Guaranties are together referred to as nominee of The Depository Trust Company (the “DepositoryOffered Securities”) pursuant . The United States Securities Act of 1933 is herein referred to a letter of representationsas the “Securities Act”. This Agreement, to be dated on or before the Closing Date Registration Rights Agreement (as defined in Section 2 hereof) (hereinafter defined), the Indenture and the Guaranties are referred to herein as the “DTC AgreementOperative Documents”), among the Issuers and the Depositary. The holders Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefits benefit of a registration rights agreement, to be Registration Rights Agreement dated as of December 4, 2012 the Closing Date (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required obligated to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of 1933 senior notes of the Company guaranteed by the Guarantors (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunderExchange Securities”), which shall be identical in reliance upon exemptions therefrom. Pursuant all material respects to the Offered Securities (except that the Exchange Securities will not contain terms of with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the IndentureRegistration Rights Agreement, investors who acquire Securities shall be deemed a shelf registration statement (the “Shelf Registration Statement”) pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 415 under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Act. The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Company and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed Guarantors jointly and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements severally agree with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPVM Consolidated, Inc., a Delaware limited partnership corporation (the “PartnershipCompany”), and Legacy Reserves Finance which is a wholly owned subsidiary of Greenlight Acquisition Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersHoldings”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ LynchBofA Securities, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇BofAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 350,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 5.50% Senior Notes due 2020 2029 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ BofAS has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4March 26, 2012 2021 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankWilmington Trust, National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Company, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) Holdings, (ii) the entities listed on the signature pages hereof as “Guarantors” and (iiiii) any subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;.” The issuance and sale of the Notes, the issuance of the Guarantees, the entry by the Company and the Guarantors into the amendment and restatement agreement no. 1 with respect to the amendment and restatement of the Company’s First Lien Term Loan Credit Agreement, dated as of March 1, 2018, with Bank of America, N.A., as administrative agent (the “Term Loan Amendment Agreement,” and the Exchange Notes First Lien Term Loan Credit Agreement as so amended and the Guarantees related thereto are herein collectively referred to as restated thereby, the “Exchange Securities.” On or prior to Amended and Restated Term Loan Agreement”), the borrowing of the term loans thereunder on the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, repayment of the net proceeds from outstanding term loans under the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Company’s existing First Lien Term Loan Credit Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers WEST/293596792 Pricing Disclosure Package (as defined below) and the Guarantors payment of transaction costs are herein referred to collectively herein collectively, as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy EntitiesTransactions.” This Purchase Agreement (this “Agreement, the Registration Rights Agreement”), the DTC Agreement, the Permian Purchase AgreementSecurities, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities Indenture are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumpreliminary offering memorandum, dated November 12March, 2012 15, 2021 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplementpricing supplement, dated November March 19, 2012 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include the Annual Report on Form 10-K for the fiscal year ending December 31, 2020 of Verra Mobility Corporation, a Delaware corporation (“Verra Mobility”), filed with the Commission on March 1, 2021 and all other information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and specifically incorporated by reference in the Final Offering Memorandum. The Legacy Parties Company hereby confirm their confirms its agreements with the Initial Purchasers as follows:: WEST/293596792
Appears in 1 contract
Introductory. Legacy Reserves LPStryker Corporation, a Delaware limited partnership Michigan corporation (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 €600,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 3.375% Senior Notes due 2020 2028 (the “Notes”). Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ has & Co. LLC, Mizuho International plc and ▇▇▇▇▇ Fargo Securities International Limited have agreed to act as the Representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”)Notes. The Securities Notes will be issued pursuant to an indenture, to be dated as of December 4January 15, 2012 2010 (the “Base Indenture”), among between the Issuers, the Guarantors (as defined below) Company and ▇▇▇▇▇ Fargo BankU.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee (the “Trustee”). The Securities Certain terms of the Notes will be issued only in book-entry form in established pursuant to one or more supplemental indentures to the name of Cede & Co.Base Indenture (such supplemental indenture(s), as nominee of The Depository Trust Company (together with the Base Indenture, the “DepositoryIndenture”) pursuant to ). The Company, Elavon Financial Services DAC and the Trustee will execute and deliver a letter of representations, Paying Agency Agreement to be dated on or before prior to the Closing Date (as defined in Section 2 hereofbelow) (the “DTC Paying Agency Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreementappoint Elavon Financial Services DAC, to be dated as of December 4, 2012 paying agent (the “Registration Rights AgreementPaying Agent”)) and U.S. Bank Trust Company, among National Association as registrar and transfer agent with respect to the IssuersNotes. The Notes will each be issued in book-entry form and registered in the name of a common depositary or its nominee (which may be the Paying Agent) on behalf of Clearstream Banking, the Guarantors S.A. (“Clearstream”) and the Initial PurchasersEuroclear Bank SA/NV, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities operator of the Issuers with terms substantially identical to the Notes Euroclear System (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “GuaranteesEuroclear”). The Notes will be issued in denominations of €100,000 and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securitiesintegral multiples of €1,000 in excess thereof.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
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Introductory. Legacy Reserves LPSonic Automotive, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $300,000,000 210,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 9.0% Senior Subordinated Notes due 2020 2018 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ Banc of America Securities LLC has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 4March 12, 2012 2010 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) pursuant to a blanket issuer letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) November 19, 2003 (the “DTC Agreement”), among between the Issuers Company and the Depositary. The holders of the Securities Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “Registration Rights Agreement”), among the IssuersCompany, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best commercially reasonable efforts to cause such registration statement statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership Company formed or acquired after the Closing Date that executes a supplement to an additional guarantee in accordance with the Indenture to guarantee terms of the NotesIndenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related attached thereto are herein collectively referred to as the “Securities;” ”; and the Exchange Notes and the Guarantees related attached thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12March 9, 2012 2010 (the “Preliminary Offering Memorandum”), and have has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19March 9, 2012 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:.
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Introductory. Legacy Reserves LPRenewable Energy Group, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose proposes, upon the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Credit Suisse Securities (USA) LLC (“▇▇▇▇▇▇▇ ▇▇▇▇▇Credit Suisse”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), ) for whom Credit Suisse is acting severally and not jointly, the respective amounts set forth as representative (in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (capacity, the “Representative”) in connection with the offering and sale U.S. $550,000,000 principal amount of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership its 5.875% Senior Secured Green Notes due 2028 (“Operating GPOffered Securities”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will ) to be issued pursuant to under an indenture, to be dated as of December 4May 20, 2012 2021 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo UMB Bank, National AssociationN.A., as trustee (the “Trustee”) and as collateral trustee (the “Collateral Trustee”). The Company’s obligations under the Offered Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully irrevocable and unconditionally guaranteed on a senior unsecured basisguaranteed, jointly and severally, as to the payment of principal and interest by the guarantors listed in Schedule C hereto (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notessuch guarantees, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). As used herein, the term “Offered Securities” shall include the Guarantees, unless the context otherwise requires. The Notes Offered Securities will be secured, subject to the ABL Intercreditor Agreement, Permitted Prior Liens and Permitted Liens (each as defined in the Indenture), by liens on substantially all of the existing and future property and assets of the Company and the Guarantees related thereto are herein collectively referred to as Guarantors (collectively, the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow AgentCollateral”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets more particularly described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that documented by the Initial Purchasers may resellSecurity Documents, subject to the conditions set forth hereinABL Intercreditor Agreement and the Collateral Trust Agreement (each as defined in the Indenture). On the Closing Date, all or a portion the Collateral Trustee will enter into the Collateral Trust Agreement, as collateral trustee, and the ABL Intercreditor Agreement as an Authorized Representative (as defined in the Indenture) of and for the benefit of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales Purchasers of the Offered Securities are made is referred (and such other holders of the Offered Securities from time to as the “Time of Sale”time). The Securities are to be offered and sold to or through Liens on the Initial Purchasers without being registered with Collateral securing the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Guarantees will be shared equally and ratably with the other Cash Flow Obligations (as defined in the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies For purposes of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as followsAgreement:
Appears in 1 contract
Introductory. Legacy Reserves LPThe Bank is in the process of converting from a federally chartered savings bank in the mutual form to a federally chartered savings bank in stock form in accordance with the provisions of the Home Owners' Loan Act, a Delaware limited partnership as amended (the “Partnership”"HOLA"), and Legacy Reserves Finance Corporationthe rules and regulations of the Office of Thrift Supervision ("OTS") which have been or which may be promulgated thereunder by the OTS, a Delaware corporation (“Legacy Finance,” such statute, rules and together regulations being collectively referred to as the "Conversion Regulations." An Application for Approval of Conversion has been filed with the PartnershipOTS (the "Conversion Application") and all amendments required to the date hereof have also been filed. The Conversion Application includes, among other things, the “Issuers”Bank's plan of conversion (the "Plan") and the Bank's proxy statement for the Special Meeting of Members, to be held on September __, 1998 ("Proxy Statement"). Prior to the date hereof, propose the Plan has been approved by the Board of Directors (hereinafter referred to as "Directors") of the Bank and by the OTS. Pursuant to the Plan, the Bank will convert from a federally chartered mutual savings bank to a federally chartered stock savings bank; the Company has filed an application (the "Holding Company Application") with the OTS to become a registered savings and loan holding company under HOLA; all the issued and outstanding stock of the Bank will be sold to the Company, and the Company will issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors its Common Stock (as defined below) in a Subscription Offering and, if necessary, in a Community Offering or Public Offering, including a syndicated public offering, all of which are described below and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co.Plan. Collectively, as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities these transactions are referred to herein as the “Transaction Documents"Conversion.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended" Collectively, the “Securities Act,” which termSubscription Offering, as used hereinthe Community Offering, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the IndenturePublic Offering, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferredincluding a syndicated public offering, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed "Offerings"; and deliveredthe term "Offering" shall mean any of the Offerings individually. In the Offerings, the Issuers Company is offering between 352,750 and 477,250 shares, with the possibility of offering up to 548,838 shares without a resolicitation of subscribers, as contemplated by Title 12 of the Code of Federal Regulations, Part 563b. Upon consummation of the Conversion, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof have authorized capital of 6,000,000 shares of capital stock, of which 5,000,000 shares shall be common stock, $0.10 par value per share (the “Final Offering Memorandum”"Common Stock") and 1,000,000 shares shall be preferred stock of $0.10 par value. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription ▇▇▇▇, ▇▇▇▇ & Co., Inc. August __, 1998 Page 2 rights, shares of Common Stock, in order of priority, to depositors of the Bank with account balances of $50.00 or more as of December 31, 1996 ("Eligible Account Holders"), the Bank's Employee Stock Ownership Plan, a tax qualified employee benefit plan (the "ESOP"), depositors of the Bank with account balances of $50.00 or more as of June 30, 1998 ("Supplemental Eligible Account Holders"), and depositors other than Eligible Account Holders and Supplemental Eligible Account Holders as of the Voting Record Date and borrowers of the Bank with loans outstanding as of December 2, 1996 and continued outstanding as of the Voting Record Date ("Other Members"). References herein Any remaining shares not subscribed for in the Subscription Offering may be offered by the Company for sale in a community offering to the Preliminary general public, with preference given to natural persons who reside in Burlington County, New Jersey or to selected persons in a best efforts Public Offering Memorandumthrough ▇▇▇▇, ▇▇▇▇ ("Other Subscribers"). With the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations exception of the Commission promulgated thereunder) ESOP, which intends to purchase up to 8% of the total number of shares of Common Stock issued in the Conversion, no individual person, or persons ordering through a single account, may purchase in the Subscription Offering more than 6,000 shares of the Common Stock offered in the Conversion; no person will be permitted to purchase more than 6,000 shares of Common Stock in the Community Offering or Public Offering; and no person, together with their associates, or group of persons acting together, may purchase more than 6,000 shares of the Common Stock offered in the conversion; provided, however that the maximum overall purchase limitation may be increased or decreased as a result of changes in market and financial conditions prior to the Time completion of Sale the Conversion, or to fill the order of the ESOP, and incorporated by reference subject to OTS approval. It is acknowledged that the Company in its sole discretion may accept or reject, in whole or in part, any orders to purchase shares of the Common Stock received in the Pricing Disclosure Package (including the Preliminary Community Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Public Offering.
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Banc of America Funding Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Banc of America Securities LLC (“▇▇▇▇▇▇▇ ▇▇▇▇▇”"BAS" or the "Underwriter") and the other several Initial Purchasers named $558,078,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Initial Purchasers”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances set forth in such Schedule A of $300,000,000 aggregate principal amount I (subject to an upward or downward variance, not to exceed 5%, of the Issuers’ 8.000% Senior Notes due 2020 (precise initial Class Certificate Balance within such range to be determined by the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) Company in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s its sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”discretion). The Securities Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 300 to 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated June 29, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of December 4June 29, 2012 2006 (the “Indenture”"Pooling and Servicing Agreement"), among the IssuersCompany, as depositor, U.S. Bank National Association, as trustee (the Guarantors (as defined below) "Trustee"), and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee servicer (the “Trustee”"Servicer") and as securities administrator (the "Securities Administrator"). The Securities Offered Certificates will be issued only in book-entry form in the name of Cede & Co.denominations specified in Schedule I. The Pooling and Servicing Agreement, as nominee of The Depository Trust Company (this Agreement, the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Mortgage Loan Purchase Agreement and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights purchase agreement, to be dated June 29, 2006, by and between BAS, as of December 4purchaser, 2012 and the Company (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian "Purchase Agreement”") pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction "Basic Documents.” The Issuers understand " Capitalized terms used herein that are not otherwise defined herein have the Initial Purchasers propose to make an offering of the Securities on the terms and meanings assigned thereto in the manner set forth herein Pooling and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageServicing Agreement.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding 2006-F Trust)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationTopBuild Escrow Corp., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersIssuer”), propose a wholly owned subsidiary of TopBuild Corp., a Delaware corporation (the “Company”), proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 400,000,000 aggregate principal amount of the Issuers’ 8.0005.625% Senior Notes due 2020 2026 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities Notes. The Notes are being issued by the Issuer in connection with the pending acquisition (as defined belowthe “USI Acquisition”) of USI Legend Parent, Inc., a Delaware corporation (“USI”). Legacy Reserves GP, pursuant to an Agreement and Plan of Merger, dated March 1, 2018 (the “Merger Agreement”), by and among the Company, Legend Holdings LLC, a Delaware limited liability company (the “General Partner”)company, is the Partnership’s sole general partner. Legacy Reserves Operating GP LLCUSI and Racecar Acquisition Corp., a Delaware limited liability company corporation and wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, upon consummation of the transactions contemplated thereby, USI will survive as a wholly owned subsidiary of the Partnership Company. In connection with the USI Acquisition, the Company is amending its Senior Secured Credit Agreement dated May 5, 2017, among the Company, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto (“Operating GP”)as amended, is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating PartnershipCredit Agreement”) and on or prior to the date of the consummation of the USI Acquisition will borrow an additional $100.0 million under the Credit Agreement’s term loan facility. The Credit Agreement is guaranteed and secured pursuant to certain agreements described in the Offering Memorandum under the heading “Description of Other Indebtedness” (collectively, the “Security Documents”). The Securities amendment of the Credit Agreement by the Company and the subsidiaries of the Company named as guarantors therein, the extensions of credit thereunder as described above and the entry by the Company and the guarantors under the Credit Agreement, as applicable, into the Security Documents, or amendments thereto, are referred to herein as the “Credit Transactions”. The Credit Agreement and the Security Documents are referred to herein as the “Credit Documents”. The Notes will be issued pursuant to an indenture, indenture to be dated as of December 4, 2012 the Closing Date (as defined below) (the “Indenture”), among ) between the Issuers, the Guarantors (as defined below) Issuer and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositoryDepositary”) ), pursuant to a blanket letter of representations, representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (including the applicable Rule 144A and Regulation S riders thereto, the “DTC AgreementLetter of Representations”), among the Issuers Issuer and/or the Company and the Depositary. The holders of On the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the IssuersClosing Date, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors Issuer will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) enter into an escrow agreement relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange NotesEscrow Agreement”) to be offered in exchange for with the Notes Trustee and U.S. Bank National Association, as escrow agent (the “Exchange OfferEscrow Agent”). Pursuant to the Escrow Agreement, the Issuer will deposit (or cause to be deposited) the net proceeds of the Offering of the Notes into an account pledged to the Trustee (the “Escrow Account”), together with additional cash in an aggregate amount (collectively, with any other property from time to time held by the Escrow Agent, the “Escrowed Property”) sufficient to fund the redemption of the Notes at a redemption price (the “Special Mandatory Redemption Price”) equal to the principal amount of the Notes plus accrued and unpaid interest on the Notes to but excluding September 5, 2018. Upon delivery by the Company to the Escrow Agent and the Trustee of an officer’s certificate certifying that the Escrow Conditions (as defined in the Escrow Agreement) have been satisfied (the “Escrow Officers’ Certificate”), the Escrowed Property will be released to the Company on the date of such delivery of the Escrow Officers’ Certificate (the “Escrow Release Date”). If the Escrow Conditions shall not have been satisfied on or prior to the earlier of August 30, 2018 (the “Outside Date”) or such earlier date that the Issuer notifies the Escrow Agent and the Trustee in writing that it has determined that the Escrow Release Date will not occur on or prior to the Outside Date (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933such date of, as amended (the “Securities ActSpecial Mandatory Redemption Date”), relating to the resale by certain holders of the NotesIssuer will be required pursuant to, and in each caseaccordance with, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementIndenture and the Escrow Agreement to redeem the Notes at the Special Redemption Price on the Special Mandatory Redemption Date. The On the Escrow Release Date, the Company will assume all obligations of the Issuer under the Notes and the Indenture, and the payment of principal ofprincipal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basisbasis (the “Guarantees”), jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary each of the Partnership formed Company’s direct and indirect subsidiaries that is a borrower or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns guarantor under its Credit Agreement (collectively, the “Guarantors”), pursuant to their guarantees ) and (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”ii) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned any other subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, Company after the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Release Date (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth executes an additional guarantee thereafter in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered accordance with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (TopBuild Corp)
Introductory. Legacy Reserves LP, a Delaware limited partnership Applied Power Inc. which intends to change its name to Actuant Corporation (the “Partnership”)"Company") proposes, subject to the terms and Legacy Reserves Finance Corporationconditions stated herein, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”") U.S.$200,000,000 principal amount of its 13% Senior Subordinated Notes Due 2009 ("Notes") to be issued under an indenture, dated as of August 1, 2000 (the "Indenture"), acting severally between the Company and not jointlyBank One Trust Company, N.A., as Trustee. The Notes will be guaranteed (the "Guarantees") on a senior subordinated, unsecured basis by each of the Company's wholly owned domestic subsidiaries listed on the signature pages hereof (collectively, the respective amounts set forth "Guarantors"). The Company and the Guarantors are collectively referred to herein as the "Issuers." The Notes and the Guarantees are collectively referred to herein as the "Offered Securities." The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." The Offered Securities are being sold in such Schedule A connection with (i) the spin-off (the "Spin-off") of Applied Power Inc.'s integrated electronics enclosures business from its tools and supplies and engineered solutions businesses and (ii) the Company's tender offer for, and consent solicitation with respect to, up to $300,000,000 200,000,000 aggregate principal amount of the Issuers’ 8.000its outstanding 8.75% Senior Subordinated Notes due 2020 2009 (the “Notes”"Tender Offer"), pursuant to the Company's offer to purchase dated June 30, 2000, as amended or supplemented. ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative The Purchasers and direct and indirect transferees of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement, Registration Rights Agreement to be dated as of December 4August 1, 2012 2000 among the parties hereto (the “"Registration Rights Agreement”"), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required Company has agreed, among other things, to file with the Commission (as defined below), under the circumstances set forth therein, (ia) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (iib) a shelf registration statement pursuant to Rule 415 of under the Securities Act relating to the resale of 1933the Notes by holders thereof or, as amended (the “Securities Act”)if applicable, relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Private Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are (as defined in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement) by the Purchasers. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectivelythe Exchange Notes, the “Guarantors”)Guarantees, pursuant to their guarantees (the “Guarantees”). The Notes Indenture, the Registration Rights Agreement and the Guarantees related thereto this Agreement are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities"Basic Documents.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects " The Issuers hereby agree with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LPEach stockholder named in Schedule B hereto (collectively, a Delaware limited partnership (the “PartnershipSelling Stockholders”), and Legacy Reserves Finance Corporation) of Graphic Packaging Holding Company, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “IssuersCompany”), propose to (i) issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you (the “Representatives”)) are acting as the representatives, the 18,500,000 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule B hereto and (ii) grant to the Underwriters, acting severally and not jointly, the respective amounts set forth option described in such Schedule A Section 2(b) hereof to purchase all or any part of $300,000,000 aggregate principal amount 2,775,000 additional shares of the Issuers’ 8.000% Senior Notes due 2020 Common Stock to cover overallotments, if any. The aforesaid 18,500,000 shares of Common Stock (the “NotesInitial Securities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed ) to act as be purchased by the Representative Underwriters and all or any part of the several Initial Purchasers 2,775,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “RepresentativeOptional Securities”) in are herein called, collectively, the “Securities.” In connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPSecurities, LLCthe Selling Stockholders and the Company have entered into the Stock Repurchase Agreement, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will be issued pursuant to an indenture, to be dated as of December 4, 2012 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering MemorandumStock Repurchase Agreement”), pursuant to which the Selling Stockholders have agreed to sell to the Company, and have prepared and delivered the Company has agreed to each Initial Purchaser copies purchase from the Selling Stockholders on the Closing Date in a private, non-underwritten transaction, up to $300,000,000 of a Pricing Supplement, dated November 19, 2012 shares of Common Stock (the “Pricing SupplementConcurrent Stock Repurchase”), describing ) at a purchase price per share equal to $6.10 per share. The Concurrent Stock Repurchase is conditioned upon the terms consummation of the Securities, each for use by such Initial Purchaser offering of the Securities pursuant to this Agreement and the other terms and conditions set forth in connection with its solicitation of offers to purchase the SecuritiesStock Repurchase Agreement. The Preliminary Offering Memorandum and closing of the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under of the Securities Exchange Act of 1934 (as amended, is not contingent on the “Exchange Act,” which term, as used herein, includes the rules and regulations closing of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:Concurrent Stock Repurchase.
Appears in 1 contract
Sources: Underwriting Agreement (Clayton Dubilier & Rice Fund v L P)
Introductory. Legacy Reserves LPRemington Arms Company, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationInc., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate ") U.S.$200,000,000 principal amount of the Issuers’ 8.000its 10-1/2% Senior Notes due 2020 2011 (the “"Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”"), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will to be issued pursuant to under an indenture, to be dated as of December 4, 2012 the Closing Date (as defined below) (the “"Indenture”"), among the IssuersCompany, the Guarantors (as defined below) party hereto and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Trustee”"Securities Act"). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Offered Securities (as defined below) will be entitled to the benefits of a registration rights agreement, Registration Rights Agreement to be dated as of December 4, 2012 (the “Registration Rights Agreement”), Closing Date among the IssuersCompany, the Guarantors and the Initial PurchasersPurchasers (the "Registration Rights Agreement"), pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating will agree to another series of debt securities use their reasonable best efforts to file a registration statement with the Securities Exchange Commission (the "Commission") registering the resale of the Issuers Offered Securities under the Securities Act. The Notes will be guaranteed by all existing domestic Subsidiaries and by all Subsidiaries that in the future guarantee certain other indebtedness of the Company, if any (as defined in the Indenture), each of which will become a guarantor in accordance with the terms substantially identical to of the Indenture (collectively, the "Guarantors") and will unconditionally guarantee the Notes (the “Exchange Notes”"Guarantees") to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and subject in each case, case to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are release in fact required to consummate the Exchange Offer pursuant to accordance with the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”)Indenture. The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” "Offered Securities." The Company and together with the General Partner, Guarantors to be party to the Indenture on the Closing Date are herein referred to collectively as the “Legacy Entities"Issuers.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities " The Company and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and Guarantors hereby agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance CorporationCredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Depositor"), propose proposes to issue form a commercial mortgage trust (the "Trust"), which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-CK6. The Depositor further proposes, subject to the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers underwriters named in Schedule A I hereto (each, an "Underwriter" and, collectively, the "Underwriters"; provided, however, that if you are the only underwriter named in Schedule I hereto, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom you act as representative (in such capacity, the "Representative"), those classes of such securities as are identified on Schedule II hereto (the “Initial Purchasers”)classes of securities identified on Schedule II hereto, acting severally and not jointlycollectively, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”"Certificates"). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Representative of Trust. The terms on which the several Initial Purchasers (Trust will issue the “Representative”) Certificates will be specified in connection with the offering and sale of the Securities Prospectus (as defined belowin Section 2(c). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities assets of the Trust (all such assets collectively, the "Trust Fund") will consist primarily of a segregated pool of multifamily and commercial mortgage loans (collectively, the "Mortgage Loans") that will be issued purchased by the Depositor from Column Financial, Inc. ("Column") and KeyBank National Association ("Keybank" and, together with Column, the "Mortgage Loan Sellers"), respectively, pursuant to an indenture, to be separate mortgage loan purchase agreements dated as of December 419, 2012 2001 (each, a "Mortgage Loan Purchase Agreement"). The Trust will be created, the Mortgage Loans will be transferred to the Trust, and the Certificates will be issued, pursuant to a pooling and servicing agreement dated as of December 11, 2001 (the “Indenture”"Pooling and Servicing Agreement"), among the IssuersDepositor, Midland Loan Services, Inc., as master servicer (in such capacity, the Guarantors "Master Servicer") and special servicer (as defined below) in such capacity, the "Special Servicer"), and ▇▇▇▇▇ Fargo BankBank Minnesota, National AssociationN.A., as trustee (the “"Trustee”"). The Securities will be issued only in book-entry form in offering of the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) Certificates made pursuant to a letter of representations, to be dated on or before the Closing Date Registration Statement (as defined in Section 2 hereof2(a)) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to made through the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange Underwriters. This Agreement provides for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereofCertificates to, and the purchase and offering thereof by, the Underwriters. The Escrow Agreement shall provide Schedule I sets forth the aggregate amount of each class of Certificates that is to be purchased by each Underwriter. Schedule II sets forth the escrowed funds shall only be released and paid out pursuant to the terms classes of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, Certificates subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This this Agreement, the Registration Rights Agreement, principal balance of each class of the DTC Agreement, Certificates to be issued and any terms thereof not otherwise specified in the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities Pooling and Servicing Agreement and the Exchange Securities are referred price at which each class of the Certificates is to herein as be purchased by the “Transaction Documents.” Underwriters from the Depositor. The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to Certificates will be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded governed by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagethis Agreement.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse First Boston Mortgage Sec Corp 2001-Ck6)
Introductory. Legacy Reserves LPSubject to the terms and conditions herein contained, a Delaware eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited partnership liability (the “PartnershipCompany”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $300,000,000 200,000,000 aggregate principal amount of the Issuers’ 8.000Company’s 7.50% Senior Notes due 2020 2018 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the The Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities ) will be issued pursuant to an indenture, to be dated as of December 48, 2012 2015 (the “Indenture”), among the IssuersCompany, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationCiticorp International Limited, as trustee (the “Trustee”). The Securities Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC AgreementDTC”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the entities listed on the signature pages hereof as “Guarantors” following direct and (ii) any subsidiary indirect subsidiaries of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the NotesCompany: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and their respective successors and assigns L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”), ) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to The date of the Closing Date, completion of the Initial Purchasers will execute an escrow agreement, in offering of the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National AssociationNotes, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform specified in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It below, is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction DocumentsClosing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The Issuers understand foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Banc of America Funding Corporation, a Delaware corporation (“Legacy Finance,” and the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $1,156,229,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the PartnershipClass B-4, Class B-5 and Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated December 29, 2006 by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Mortgage Loans will have the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts aggregate principal balance set forth in such Schedule A of $300,000,000 aggregate principal amount I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative assets of the several Initial Purchasers Trust Estate as multiple separate real estate mortgage investment conduits (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLCeach, a Delaware limited liability company (the “General Partner”), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”"REMIC"). The Securities will Certificates are to be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of December 429, 2012 2006 (the “Indenture”"Pooling and Servicing Agreement"), among the IssuersCompany, as depositor, U.S. Bank National Association, as trustee (the Guarantors (as defined below) "Trustee"), and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee master servicer (the “Trustee”"Master Servicer") and as securities administrator (the "Securities Administrator"). The Securities Offered Certificates will be issued only in book-entry form in the name of Cede & Co.denominations specified in Schedule I. The Pooling and Servicing Agreement, as nominee of The Depository Trust Company (this Agreement, the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers Mortgage Loan Purchase Agreement and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights purchase agreement, to be dated December 29, 2006, by and between BAS, as of December 4purchaser, 2012 and the Company (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian "Purchase Agreement”") pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction "Basic Documents.” The Issuers understand " Capitalized terms used herein that are not otherwise defined herein have the Initial Purchasers propose to make an offering of the Securities on the terms and meanings assigned thereto in the manner set forth herein Pooling and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageServicing Agreement.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding 2006-J Trust)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Issuers’ 8.000% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GPCapital One Auto Receivables, LLC, a Delaware limited liability company (the “General PartnerSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), is confirm their agreement with the Partnership’s sole general partner. Legacy Reserves Operating GP LLCRepresentatives and the other underwriters named in the applicable Terms Agreement (collectively, a Delaware limited liability company and a wholly owned subsidiary the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the Partnership classes designated in the applicable Terms Agreement (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership as hereinafter defined) (the “Operating PartnershipNotes”). The Securities will Notes are to be issued pursuant to an indentureby Capital One Auto Finance Trust 2007-B, to be dated as of December 4, 2012 a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the IssuersSeller, the Guarantors Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will be required to file with the Commission related Prospectus (as defined below), under as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the circumstances set forth therein, (i) a registration statement under the Securities Act Terms Agreement (as defined below) relating to another series of debt securities of shall have the Issuers with meanings given such terms substantially identical in Appendix A to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by certain holders of the Notes, Sale and in each case, to use its best efforts to cause such registration statement to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Servicing Agreement. The payment of principal of, premium, if any, Seller has prepared and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumsupplement thereto, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Agreement Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is executed and delivered, the Issuers will prepare and deliver hereinafter referred to each Initial Purchaser a final offering memorandum dated the date hereof (as the “Final Offering MemorandumBasic Prospectus”). References herein ) relating to the Preliminary Offering Memorandum, the Pricing Disclosure Package Notes and the Offering Memorandum shall be deemed method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (as the “Preliminary Canadian Offering MemorandumProspectus.”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables LLC)
Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Ethyl Corporation, a Delaware Virginia corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”"Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”"), for whom Credit Suisse First Boston LLC ("CSFB") is acting severally and not jointlyas representative (the "Representative"), the respective amounts set forth in such Schedule A of U.S. $300,000,000 150,000,000 aggregate principal amount of the Issuers’ 8.000Company's 8.875% Senior Notes due 2020 2010 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the Representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”"Offered Securities"), is the Partnership’s sole general partner. Legacy Reserves Operating GP LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Operating GP”), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the “Operating Partnership”). The Securities will to be issued pursuant to under an indenture, indenture to be dated as of December 4, 2012 the Closing Date (as defined below) (the “"Indenture”"), among the IssuersCompany, each of the domestic subsidiary guarantors named in Schedule D hereto (the "Domestic Guarantors"), each of the non-Swiss foreign subsidiary guarantors named in Schedule D hereto (the "Non-Swiss Foreign Guarantors"), each of the Swiss subsidiary guarantors named in Schedule D hereto (the "Swiss Guarantors" and, together with the Domestic Guarantors and Non-Swiss Foreign Guarantors, the Guarantors (as defined below"Guarantors") and ▇▇▇▇▇ Fargo BankBank Minnesota, National AssociationN.A., as trustee (the “Trustee”). The Offered Securities will be issued only in book-entry form in guaranteed by each of the name Guarantors, who will enter into a notation of Cede & Co.guarantee (each, as nominee a "Notation of The Depository Trust Company (Guarantee" and together, the “Depository”"Subsidiary Guarantees") pursuant to the terms of the Indenture. As a letter result of representationsthe Subsidiary Guarantees, the Offered Securities will be unconditionally guaranteed on a senior unsecured basis as to payment of principal, premium, if any, liquidated damages, if any, and interest by each of the Guarantors, unless otherwise specified herein. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including the Purchasers and their subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”below), among in substantially the Issuers and form of Exhibit 1 hereto, for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of December 4, 2012 (the “Registration Rights Agreement”), among . Pursuant to the IssuersRegistration Rights Agreement, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will be required agree to file with the Securities and Exchange Commission (as defined below), the "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "Exchange Offer Registration Statement") relating to another series of debt securities of the Issuers with terms substantially Company's 8.875% Senior Notes due 2010 (the "Exchange Securities"), in a like aggregate principal amount as the Company issued under the Indenture and guarantees thereof by the Guarantors (the "Exchange Security Guarantees"), identical in all material respects to the Notes (Offered Securities and the “Exchange Notes”) Subsidiary Guarantees and registered under the Securities Act to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the “"Exchange Offer”") or and the Subsidiary Guarantees thereof and (ii) if applicable, a shelf registration statement pursuant to Rule 415 of under the Securities Act of 1933, as amended (the “Securities Act”)"Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, Offered Securities and in each case, to use its best commercially reasonable efforts to cause such registration statement Registration Statements to be declared effective. All references herein to and remain effective and usable for the Exchange Notes periods specified in the Registration Rights Agreement and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights AgreementOffer. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Partnership formed or acquired after the Closing Date that executes a supplement to the Indenture to guarantee the Notes, and their respective successors and assigns (collectivelyOffered Securities, the “Guarantors”)Exchange Securities, pursuant to their guarantees (the “Guarantees”). The Notes and the Subsidiary Guarantees related thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Security Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Initial Purchasers will execute an escrow agreement, in the form and substance to be agreed between ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Trustee and the Initial Purchasers, which shall conform in all material respects with the description thereof included in the Offering Memorandum (the “Escrow Agreement”), and will direct the deposit in an escrow account (the “Escrow Account”) with the Escrow Agent, of the net proceeds from the sale of the Notes (before expenses but after initial purchaser discounts) under Section 2 hereof. The Escrow Agreement shall provide that the escrowed funds shall only be released and paid out pursuant to the terms of the Escrow Agreement. It is understood and agreed to by the parties hereto that on November 5, 2012, Legacy Reserves Operating LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership, COG Operating LLC, a Delaware limited liability company, and Concho Oil & Gas LLC, a Texas limited liability company, entered into a Purchase and Sale Agreement (the “Permian Purchase Agreement”) pursuant to which Legacy Reserves Operating LP agreed to purchase from COG Operating LLC and Concho Oil & Gas LLC on December 20, 2012, and effective as of October 1, 2012, certain assets described in the Permian Purchase Agreement including, but not limited to, certain oil and natural gas properties in the Permian Basin of west Texas and southeastern New Mexico, for $520.0 million, subject to adjustments as described in the Permian Purchase Agreement. The Issuers and the Guarantors are herein referred to collectively as the “Legacy Parties,” and together with the General Partner, are herein referred to collectively as the “Legacy Entities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Permian Purchase Agreement, the Escrow Agreement, the Indenture, the Securities and the Exchange Securities are referred to herein as the “Transaction Documents"Securities.” " The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Company hereby agrees with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 12, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 19, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). References herein to the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum shall be deemed to refer to and include the preliminary Canadian offering memorandum dated November 12, 2012 (the “Preliminary Canadian Offering Memorandum”) and the Canadian offering memorandum dated the date hereof (the “Final Canadian Offering Memorandum”), respectively. All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Legacy Parties hereby confirm their agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Ethyl Corp)