Securities Held by the Issuers, etc. Whenever the consent or approval of holders of a specified percentage of principal amount of Registrable Securities or Exchange Notes is required hereunder, Registrable Securities or Exchange Notes, as applicable, held by the Issuers or their affiliates (other than subsequent holders of Registrable Securities or Exchange Notes if such subsequent holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of Americ...
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Issuers or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, UNITED STATES CAN COMPANY By: /s/ Xxxx Xxxxxxx -------------------------------------- U.S. CAN CORPORATION By: /s/ Xxxx Xxxxxxx -------------------------------------- MAY VERPACKUNGEN HOLDING INC. By: /s/ Xxxx Xxxxxxx -------------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. BANC OF AMERICA SECURITIES LLC By: XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxxxxx X. Xxxxxxx -------------------------------------- Name: Title: ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution". ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired b...
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of either Class of Securities or New Securities, as applicable, is required hereunder, such Securities or New Securities, as applicable, held by the Issuers or their Affiliates (other than subsequent Holders of either Class of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Issuers or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasers. Very truly yours, M/I HOMES, INC. By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: Executive Vice President and Chief Financial Officer MHO, LLC By: MHO Holdings, LLC, its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: Executive Vice President and Chief Financial Officer M/I PROPERTIES LLC NORTHEAST OFFICE VENTURE, LIMITED LIABILITY COMPANY M/I HOMES FIRST INDIANA LLC M/I HOMES SECOND INDIANA LLC M/I HOMES OF FLORIDA, LLC M/I HOMES OF CHARLOTTE, LLC M/I HOMES OF RALEIGH, LLC M/I HOMES OF DC, LLC M/I HOMES OF CINCINNATI, LLC M/I HOMES OF CENTRAL OHIO, LLC M/I HOMES SERVICE, LLC M/I HOMES OF CHICAGO, LLC M/I HOMES OF HOUSTON, LLC M/I HOMES OF SAN ANTONIO, LLC M/I HOMES OF GRANDVIEW YARD, LLC By: M/I Homes, Inc., its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: Executive Vice President and Chief Financial Officer M/I HOMES OF INDIANA, L.P. By: M/I First Indiana LLC, its General Partner By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: Executive Vice President and Chief Financial Officer M/I HOMES OF TAMPA, LLC M/I HOMES OF ORLANDO, LLC M/I HOMES OF WEST PALM BEACH, LLC MHO HOLDINGS, LLC By: M/I Homes of Florida, LLC, its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: Executive Vice President and Chief Financial Officer THE FIELDS AT PERRY HALL, L.L.C. XXXXXX FARM, L.L.C. PRINCE XXXXXXX UTILITIES, LLC By: M/I Homes of DC, LLC, its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxx Name: Xx...
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or the Common Stock issuable upon conversion of the Notes is required hereunder, Securities or the Common Stock issued upon conversion of the Notes held by the Company, the Guarantor or their Affiliates (other than subsequent Holders of Securities or the Common Stock issued upon conversion of the Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Issuers, etc. Whenever the consent or ------------------------------------ approval of Holders of a specified percentage of principal amount of New Notes or Exchange Notes is required hereunder, New Notes or Exchange Notes, as applicable, held by any of the Issuers or any of their Affiliates (other than subsequent Holders of New Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such New Notes or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Issuers and the Dealer Managers. Very truly yours, Saks Incorporated By /s/ Xxxxx X. Xxxxxxx ----------------------------- Name: Xxxxx X. Xxxxxxx Title: Vice President Xxxxxx Xxxxx Holdings, Inc. By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Herberger's Department Stores, LLC By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Xxxxxxx Leasing LLC By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XxXxx'x of Alabama, Inc. By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XxXxx'x Stores Services, Inc. By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XxXxx'x Inc. (for itself and as partner of XxXxx'x Stores Partnership) By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President McRIL, LLC By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President New York City Saks, LLC By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Parisian, Inc. (for itself and as Managing Partner of PMIN General Partnership) By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Saks & Company By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Saks Direct, Inc. By /s/ Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx T...
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Issuers or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement among the Issuers and you. Very truly yours, MSX INTERNATIONAL, INC. By: ------------------------------------- Name: Title: MSX INTERNATIONAL TECHNOLOGY SERVICES, INC. By: ------------------------------------- Name: Title: MSX INTERNATIONAL ENGINEERING SERVICES, INC. By: ------------------------------------- Name: Title: MSX INTERNATIONAL BUSINESS SERVICES, INC. By: ------------------------------------- Name: Title: MSX INTERNATIONAL (USA), INC. By: ------------------------------------- Name: Title: MSX INTERNATIONAL (HOLDINGS), INC. By: ------------------------------------- Name: Title: Accepted May 18, 1999 SALOXXX XXXXX XXXNXX XXX. BANC ONE CAPITAL MARKETS, INC. By: SALOXXX XXXXX XXXNEY INC. By: ------------------------------------- Name: Title: ANNEX A Annex A Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business on the first anniversary of the Expiration Date, they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Annex B Each broker-dealer that receives New Securities for its own account in ...
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of New Notes or Exchange Notes is required hereunder, New Notes or Exchange Notes, as applicable, held by any of the Issuers or any of their Affiliates (other than subsequent Holders if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such New Notes or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or the Common Stock issuable upon exchange of the Notes is required hereunder, Notes or the Common Stock issued upon exchange of the Notes held by the Issuers or their Affiliates (other than subsequent Holders of Notes or the Common Stock issued upon exchange of the Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
