Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER...................................................................B-1 </TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (a Delaware corporation) o Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT o, 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇▇▇▇ River Group, Inc., a Delaware corporation (the "COMPANY"), confirms its agreement with ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, the "UNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is acting as representative (in such capacity, the "REPRESENTATIVE"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the [o] shares of Common Stock subject to the option described in Section 2(b) hereof (the "OPTION SECURITIES") are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered. The Company and the Underwriters agree that up to [o] shares of the Securities to be purchased by the Underwriters (the "RESERVED SECURITIES") shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (the "INVITEES"), as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.
Appears in 1 contract
Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B)............................................................................................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER................................................................................................................B-1 </TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (a Delaware corporation) o 4,444,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT oAugust 8, 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇▇▇▇ River Group, Inc., a Delaware corporation (the "COMPANY"), confirms its agreement with ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, the "UNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is acting as representative (in such capacity, the "REPRESENTATIVE"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of the [o] 4,444,000 shares of Common Stock, $0.01 par value per share, of the Company ("COMMON StockSTOCK") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] 666,600 additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] 4,444,000 shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the [o] 666,600 shares of Common Stock subject to the option described in Section 2(b) hereof (the "OPTION SECURITIES") are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered. The Company and the Underwriters agree that up to [o] 255,530 shares of the Securities to be purchased by the Underwriters (the "RESERVED SECURITIES") shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (the "INVITEES"), as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.
Appears in 1 contract
Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................B-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel................. A-1 EXHIBIT B FORM OF LOCKExhibit B-- Form of Opinion of Trust's Special Delaware Counsel.. B-1 Exhibit C-- Form of Lock-UP LETTER...................................................................B-1 </TABLE> ▇▇up Letter............................... C-1 FLEETBOSTON FINANCIAL CORPORATION (a Rhode Island corporation) FLEET CAPITAL TRUST VII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20% Preferred Securities (Liquidation Amount $25 Per Preferred Security) PURCHASE AGREEMENT September 10, 2001 Mor▇▇▇ RIVER GROUP, INC. (a Delaware corporation) o Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT o, 2005 ▇▇▇▇▇, ▇▇▇▇a▇▇▇▇ & ▇▇▇▇▇Co. Incorporated Fleet Securities, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇Mer▇▇▇▇ & ▇▇nch, Pierce, Fen▇▇▇ & Smi▇, Inc. 4th Floor ▇ Incorporated Sal▇▇▇▇ ▇▇▇▇▇ ▇▇rney Inc. c/o Morgan Sta▇▇▇▇ & Co. Incorporated 158▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies ▇adies and Gentlemen: Fleet Capital Trust VII (the "Trust"), a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.) confirms its agreement with Mor▇▇▇ ▇▇a▇▇▇▇ & Co. Incorporated ("Mor▇▇▇ ▇▇a▇▇▇▇"), Fleet Securities, Inc. ("Fleet"), Mer▇▇▇▇ ▇▇nch, Pierce, Fen▇▇▇ & Smi▇▇ ▇▇corporated ("Mer▇▇▇▇ ▇▇n▇▇"), Sal▇▇▇▇ ▇▇▇▇▇ River Group, Inc., a Delaware corporation ▇▇r▇▇▇ ▇▇c. (the "COMPANY"), confirms its agreement with Sal▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBWrney") and each of the other Underwriters named in Schedule A hereto (collectively, collectively the "UNDERWRITERSUnderwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is Mor▇▇▇ ▇▇a▇▇▇▇, ▇leet, Mer▇▇▇▇ ▇▇n▇▇ ▇▇d Sal▇▇▇▇ ▇▇▇▇▇ ▇▇r▇▇▇ ▇▇e acting as representative Representatives (in such capacity, the "REPRESENTATIVERepresentatives"), ) with respect to (i) the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of 7.20% Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "INITIAL SECURITIESPreferred Securities"). The Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be purchased dated as of Closing Time (as defined below), executed and delivered by the Underwriters Company and all or any part The Bank of the [o] shares of Common Stock subject to the option described in Section 2(b) hereof New York (the "OPTION SECURITIESGuarantee Trustee") are hereinafter called), collectivelya New York banking corporation not in its individual capacity but solely as trustee, for the "SECURITIES." benefit of the holders from time to time of the Preferred Securities. The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands Trust each understand that the Underwriters propose to make a public offering of the Preferred Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered. The Company and entire proceeds from the Underwriters agree that up to [o] shares sale of the Preferred Securities to will be purchased combined with the entire proceeds from the sale by the Underwriters Trust to the Company of its common securities (the "RESERVED SECURITIESCommon Securities") shall be reserved for sale guaranteed by the Underwriters Company, to the Company's directorsextent set forth in the Prospectus, officers, employees, agents, brokers with respect to distributions and related persons amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "INVITEESCommon Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2031 (the "Debentures") issued by the Company. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eug▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇ou▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇d Joh▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇s regular trustees (the "Regular Trustees" and together with the Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as part supplemented by the Second Supplemental Indenture, to be dated as of Closing Time (the distribution "Second Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-36444), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Securities by under the UnderwritersSecurities Act of 1933, subject as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the terms rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the applicable rules, regulations Company will either (i) prepare and interpretations file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the NASD 1933 Act Regulations, if applicable, and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end paragraph (b) of Rule 424 ("Rule 424(b)") of the first business day after 1933 Act Regulations or (ii) if the date Company has elected to rely upon Rule 434 ("Rule 434") of this Agreementthe 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such Reserved Securities prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be offered to the public as part of such registration statement at the public offering contemplated herebytime it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information,
Appears in 1 contract
Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBIT Schedule B FORM OF LOCK-UP LETTER...................................................................-- Information Provided by Underwriters.................................................Sch. B-1 </TABLE> ▇▇▇▇▇ RIVER GROUP, INCOGE ENERGY CORP. (a Delaware corporationAN OKLAHOMA CORPORATION) o Shares of Common Stock (____ SHARES OF COMMON STOCK, PAR VALUE $0.01 Par Value Per Share) UNDERWRITING PER SHARE PURCHASE AGREEMENT o, 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ To: Ladies and Gentlemen: ▇▇▇▇▇ River GroupOGE Energy Corp., Inc., a Delaware an Oklahoma corporation (the "COMPANYCompany"), confirms its agreement with ▇▇▇▇▇(the "Representative"), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, with the Representative, the "UNDERWRITERSUnderwriters," which term shall also include includes any underwriter substituted as hereinafter provided in Section 10 11 hereof), for whom KBW is acting as representative (in such capacity, the "REPRESENTATIVE"), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares (the respective numbers "Firm Shares") and at the election of the [o] Underwriters an aggregate of __________ additional shares (the "Option Shares") of Common Stockcommon stock, par value $0.01 par value per share, of the Company ("COMMON Stock") set forth Company, in Schedule A hereto and (ii) each case, including the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to associated preferred stock purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock rights (the "INITIAL SECURITIESCommon Stock") to be purchased by ). The Firm Shares and the Option Shares that the Underwriters and all or any part of the [o] shares of Common Stock subject elect to the option described in purchase pursuant to Section 2(b) hereof (2 are hereinafter collectively called the "OPTION SECURITIES") are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITERShares." The Company understands that the Underwriters propose to make a public offering of the Securities Shares as soon as the Representative deems they deem advisable after this Agreement has been executed and delivered. The Company and the Underwriters agree that up to [o] shares of has filed with the Securities to be purchased by the Underwriters and Exchange Commission (the "RESERVED SECURITIESCommission") shall be reserved for sale by a registration statement on Form S-3 (No. 333- ) covering the Underwriters to registration of the Company's directorsShares under the Securities Act of 1933, officers, employees, agents, brokers and related persons as amended (the "INVITEES1933 Act"), as part of including the distribution of the Securities by the Underwriters, subject to the terms related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the applicable rules, regulations Company will either (i) prepare and interpretations file a prospectus in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") of the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end regulations of the first business day Commission under the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective is referred to as the "Offering Terms." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the date execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such Reserved Securities may be offered filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the public as part Underwriters for use in connection with the offering of the public offering contemplated herebyShares is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). 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; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.
Appears in 1 contract
Sources: Purchase Agreement (Oge Energy Corp)
Sch. D-1 EXHIBIT A-1 EXHIBITS Exhibit A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................-- Form of Opinion of Company's Counsel........................................A-1 EXHIBIT Exhibit B FORM OF LOCK-UP LETTER...................................................................-- Form of Opinion of Trust's Special Delaware Counsel.........................B-1 </TABLE> ▇▇▇▇▇ RIVER BANKNORTH GROUP, INC. (a Delaware Maine corporation) o Shares of Common Stock and BANKNORTH CAPITAL TRUST II (a Delaware statutory business trust) 8,000,000 Capital Securities 8% Capital Securities (Liquidation Amount $0.01 Par Value 25 Per ShareCapital Security) UNDERWRITING AGREEMENT oFebruary 14, 2005 2002 Keefe, Bruyette & Woods, Inc. Lehman Brothers Inc. as Represe▇▇▇▇▇ve▇ ▇▇ ▇▇▇ se▇▇▇▇▇ Underw▇▇▇▇▇▇ c/o Lehman Brothers Inc. 745 Seventh Avenue Ne▇ ▇▇▇▇, New York 10019 Ladies and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, : ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ (▇▇▇ "▇▇▇st"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Keefe, Bruyette & Woods, Inc. ("Keefe, Bruyette"), Lehman Brothers Inc. ("▇eh▇▇▇ ▇▇▇▇, her▇") ▇nd each o▇ ▇▇▇ o▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: erwr▇▇▇▇▇ River Group, Inc., a Delaware corporation (the "COMPANY"), confirms its agreement with named in Schedule ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. eto ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, collectively the "UNDERWRITERSUnderwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is Keefe, Bruyette and Lehman Brothers are acting as representative Representatives (in such capacity▇▇▇▇ ca▇▇▇▇▇▇, the "REPRESENTATIVE▇▇▇▇▇▇entatives"), ) with respect to (i) the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8% Capital Securities (liquidation amount $25 per capital security) in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "INITIAL SECURITIESCapital Securities"). The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be purchased dated as of Closing Time (as defined below), executed and delivered by the Underwriters Company and all or any part The Bank of the [o] shares of Common Stock subject to the option described in Section 2(b) hereof New York (the "OPTION SECURITIESGuarantee Trustee") are hereinafter called), collectivelya New York banking corporation not in its individual capacity but solely as trustee, for the "SECURITIES." benefit of the holders from time to time of the Capital Securities and the Common Securities referred to below. The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 aggregate principal amount of 8% Junior Subordinated Debentures due April 1, 2032 (the "Debentures") issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as administra▇▇▇▇ ▇▇▇▇▇▇▇▇ (th▇ "▇▇▇▇▇▇▇▇▇▇▇▇▇e Tru▇▇▇▇▇" ▇▇▇ ▇▇▇▇▇▇er with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Underwriters agree that up to [o] shares Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-81980 and 333-81980-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities to be purchased by under the Underwriters Securities Act of 1933, as amended (the "RESERVED SECURITIES1933 Act") shall be reserved for sale by ), which permits the Underwriters delayed or continuous offering of securities pursuant to Rule 415 of the Company's directors, officers, employees, agents, brokers rules and related persons regulations of the Commission under the 1933 Act (the "INVITEES1933 Act Regulations"), as part of the distribution of the Securities by the Underwriters, subject to the terms . Promptly after execution and delivery of this Agreement, the applicable rules, regulations Company will either (i) prepare and interpretations file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the NASD 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all other applicable laws, rules and regulations. To references in this Agreement to the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end date of the first business day after Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, such Reserved Securities may be offered all references to the public as part Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the public offering contemplated herebyforegoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial state▇▇▇▇▇ 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; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.
Appears in 1 contract
Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER...................................................................EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. B-1 </TABLE> CHITTENDEN CORPORATION (a Vermont corporation) and ▇▇▇▇▇ RIVER GROUP, INC. (a Delaware corporation) o Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT o, 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT [ ], 200[ ] ▇▇▇▇▇, ▇ Brothers Inc. as Representative of the several Underwriters c/o Keefe, ▇▇c/▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Brothers Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇▇▇▇▇▇▇▇▇ River Group, Inc., a Delaware corporation Capital Trust [ ] (the "COMPANYTrust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with ▇▇▇▇▇, ▇▇▇ Brothers Inc. ("▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBWBrothers") and each of the other Underwriters named in Schedule A hereto (collectively, collectively the "UNDERWRITERSUnderwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW ▇▇▇▇▇▇ Brothers is acting as representative Representative (in such capacity, the "REPRESENTATIVERepresentative"), ) with respect to (i) the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in said Schedule A hereto (the "Initial Capital Securities") and (ii) with respect to the grant by the Company Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] the additional shares of Common Stock Capital Securities to cover over-allotments, if any. The aforesaid [o[ ] shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters Initial Capital Securities and all or any part of the [o[ ] shares of Common Stock Capital Securities subject to the option described in Section 2(b) hereof (the "OPTION SECURITIESOption Capital Securities") are hereinafter called, collectively, the "SECURITIESCapital Securities." The Company hereby confirms its engagement of KBW asCapital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, and KBW hereby confirms its agreement with the Company referred to render services asbelow, will be guaranteed by Chittenden Corporation (a "qualified independent underwriter" within the meaning of Rule 2720(b)(15Vermont corporation) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASDCompany") ), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the offering "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and sale delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." below. The Company understands and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company and the Underwriters agree that up to [oTrust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-[ ] shares and 333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities to be purchased by under the Underwriters Securities Act of 1933, as amended (the "RESERVED SECURITIES1933 Act") shall be reserved for sale by ), which permits the Underwriters delayed or continuous offering of securities pursuant to Rule 415 of the Company's directors, officers, employees, agents, brokers rules and related persons regulations of the Commission under the 1933 Act (the "INVITEES1933 Act Regulations"), as part of the distribution of the Securities by the Underwriters, subject to the terms . Promptly after execution and delivery of this Agreement, the applicable rules, regulations Company will either (i) prepare and interpretations file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the NASD 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all other applicable laws, rules and regulations. To references in this Agreement to the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end date of the first business day after Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, such Reserved Securities may be offered all references to the public as part Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the public offering contemplated herebyforegoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). 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; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.
Appears in 1 contract
Sch. D-1 EXHIBIT B-1 EXHIBITS Exhibit A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................-- Form of Opinion of Company's Counsel..............................A-1 EXHIBIT B FORM OF LOCK-UP LETTER...................................................................B-1 </TABLE> ▇▇▇▇▇ RIVER BANKNORTH GROUP, INC. (a Delaware Maine corporation) o Shares of Common Stock (and $0.01 Par Value Per Share) 150,000,000 3.750% Senior Notes due 2008 UNDERWRITING AGREEMENT oApril 23, 2005 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep▇▇▇▇▇, ▇atives of the s▇▇▇▇▇l ▇▇▇▇▇▇▇▇ter▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters ted in Schedule A c/o KeefeLehman Brothers Inc. 745 Seventh Avenue ▇▇▇ York, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇ & ▇▇: ▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇., ▇ ▇▇▇▇▇ ▇▇rporation, (the "Company") confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇▇▇▇ River Group, Inc., a Delaware corporation (the "COMPANY"), confirms its agreement with ▇▇▇▇▇, de▇▇▇▇▇▇▇▇ & na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (▇▇▇▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, lectively the "UNDERWRITERSUnderwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is which Lehman Brothers and Keefe, Bruyette are acting as representative Representatives (in such capacity▇▇▇▇ ▇apacity, the "REPRESENTATIVE▇▇▇▇▇se▇▇▇▇▇▇▇▇"), ) with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2008 in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") amounts set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "INITIAL SECURITIESSecurities"). The Securities will be issued pursuant to an Indenture, dated as of April 30, 2003 (as the same may be supplemented and amended from time to time, the "Indenture") to be purchased by between the Underwriters Company and all or any part The Bank of the [o] shares of Common Stock subject to the option described in Section 2(b) hereof New York, a New York banking corporation, as trustee (the "OPTION SECURITIESTrustee") ). The Securities are hereinafter called, collectively, more fully described in the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. Prospectus (the "NASD") with respect to the offering and sale of the Securitiesas defined below). KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered. Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Underwriters agree that up to [o] shares of has filed with the Securities to be purchased by the Underwriters and Exchange Commission (the "RESERVED SECURITIESCommission") shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons a shelf registration statement on Form S-3 (the "INVITEES"No. 333-81980), as part of the distribution of the Securities amended by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.Pre-
Appears in 1 contract
Sch. D-1 EXHIBIT A-1 EXHIBITS Exhibit A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................-- Form of Opinion of Counsel to Popular and PNA....................................................... A-1 EXHIBIT Exhibit B FORM OF LOCK-UP LETTER...................................................................-- Form of Opinion of Puerto Rico Counsel for Popular and PNA.......................................... B-1 </TABLE> ▇▇▇▇▇ RIVER GROUPExhibit C -- Form of Opinion of Special Delaware Counsel for PNA and the Trust....................................................................................... C-1 POPULAR, INC. (a Puerto Rico corporation) POPULAR NORTH AMERICA, INC. (a Delaware corporationCorporation) o Shares of Common Stock POPULAR NORTH AMERICA CAPITAL TRUST I (a Delaware statutory trust) 250,000 [-]% Capital Securities (Liquidation Amount $0.01 Par Value 1,000 Per ShareCapital Security) UNDERWRITING PURCHASE AGREEMENT oSeptember [-], 2005 2004 Credit Suisse First Boston LLC ▇.▇▇▇▇, ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇▇, Securities Inc. as Representative Representatives of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ Credit Suisse First Boston LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ Ladies and Gentlemen: ▇▇▇▇▇ River GroupPopular North America Capital Trust I (the "Trust"), a statutory trust created under the Statutory Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. Sections 3801 et seq.), Popular North America, Inc., a Delaware corporation (the "COMPANYPNA"), and Popular, Inc., a Puerto Rico corporation ("Popular"), each confirms its agreement with ▇▇▇▇▇Credit Suisse First Boston LLC ("CSFB"), ▇.▇. ▇▇▇▇▇▇ & ▇▇▇▇▇, Securities Inc. ("KBWJPMorgan") and each of and, the other Underwriters named listed in Schedule A hereto (collectively, the "UNDERWRITERSUnderwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is CSFB and JPMorgan are acting as representative Representatives (in such capacity, the "REPRESENTATIVERepresentatives"), with respect to (i) the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of 250,000 [-]% Capital Securities (liquidation amount $1,000 per security) in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "INITIAL SECURITIESCapital Securities") ). The Capital Securities will be guaranteed by Popular and PNA, to be purchased by the Underwriters extent set forth in the Prospectus (as defined below), with respect to distributions and all or any part amounts payable upon liquidation of the [o] shares Trust or redemption of Common Stock subject to the option described in Section 2(b) hereof Capital Securities (the "OPTION SECURITIES") are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with Capital Securities Guarantees") pursuant to the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Capital Securities Dealers, Inc. Guarantee Agreement (the "NASDGuarantee Agreement") with respect ), to be dated as of Closing Time (as defined below), executed and delivered by Popular, PNA and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association (the offering and "Guarantee Trustee"), a national banking association, not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities. The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to PNA of its common securities (the "Common Securities") and will be used by the Trust to purchase $257,732,000 aggregate principal amount of [-]% Junior Subordinated Debentures due 2034 (the "Debentures") issued by PNA and guaranteed (the "Debenture Guarantees") by Popular. KBWThe Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, solely in its capacity to be dated as of Closing Time (the "qualified independent underwriterTrust Agreement"), among Popular, PNA, as Depositor, ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as property trustee (the "Property Trustee"), Chase Manhattan Bank USA, National Association, as Delaware trustee (the "Delaware Trustee"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual, as administrative trustees (the "Administrative Trustees," and not otherwisetogether with the Property Trustee and the Delaware Trustee, is the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures and the Debenture Guarantees will be issued pursuant to a Junior Subordinated Indenture (the "Indenture"), to be dated as of the Closing Time, between PNA, as issuer, Popular, as guarantor, and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as indenture trustee (the "Indenture Trustee"). The Capital Securities, the Capital Securities Guarantees, the Debentures and the Debenture Guarantees are collectively referred to herein as the "INDEPENDENT UNDERWRITERSecurities." The Company This Agreement, the Trust Agreement, the Guarantee Agreement, the Indenture and the Expense Agreement (as defined herein) are collectively referred to as the "Operative Documents"). Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. Popular, PNA and the Trust each understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered. The Company Popular, PNA and the Underwriters agree that up to [o] shares Trust have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-118197, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-118197 02), including the relevant forms of prospectus and preliminary prospectus, covering the registration of the Securities to be purchased by under the Underwriters Securities Act of 1933, as amended (the "RESERVED SECURITIES1933 Act") shall be reserved for sale by ), and regulations of the Underwriters to Commission under the Company's directors, officers, employees, agents, brokers and related persons 1933 Act (the "INVITEES1933 Act Regulations"), as part of the distribution of the Securities by the Underwriters, subject to the terms . Promptly after execution and delivery of this Agreement, Popular, PNA and the applicable rules, regulations Trust will either (i) prepare and interpretations file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the NASD 1933 Act Regulations, if applicable, and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end paragraph (b) of Rule 424 ("Rule 424(b)") of the first business day 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the date execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and the Rule 430A Information, if any, at the time it became effective, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such Reserved Securities may be offered filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the public as part Underwriters for use in connection with the offering of the public offering contemplated herebyCapital Securities, is herein called the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated," or words of similar import, in the Registration Statement, any preliminary prospectus or the Prospectus shall 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, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Popular North America Capital Trust I)