Xxxxxxx Title. Executive Vice President The foregoing Underwriting Agreement is hereby agreed to as of the date first above written. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxx --------------------------- Name: Xxxx X. Xxxx Title: Authorized Signatory
Xxxxxxx Title. Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & ASSOCIATES, INC. Acting as Representatives of the several Underwriters named in the attached Schedule A. BY: BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx, Xx. ---------------------------------- Name: Xxxxxxx Xxxxxx, Xx. Title: Managing Director SCHEDULE A NUMBER OF FIRM COMMON SHARES UNDERWRITERS TO BE PURCHASED Banc of America Securities LLC ................. 5,414,400 Xxxxxxx Xxxxx & Associates, Inc. ............... 1,353,600 Xxxx, Xxxx & Co., Inc. ......................... 144,000 Xxxxxxx Xxxxxx Xxxxxx .......................... 144,000 Sandler X'Xxxxx & Partners L.P. ................ 144,000 Total.................................. 7,200,000 Schedule A SCHEDULE B NUMBER OF NUMBER OF FIRM OPTIONAL COMMON SHARES TO BE COMMON SHARES SOLD IF OPTIONS ARE EXERCISED SELLING SHAREHOLDER TO BE SOLD IN FULL Capital Z Financial Services Fund II, L.P. 484,741 0 00 Xxxxxxxx Xxxxxx New York, NY 10012 Attention: Xxxxx Xxxxxx Capital Z Financial Services Private Fund II, L.P. 2,575 00 Xxxxxxxx Xxxxxx New York, NY 10012 Attention: Xxxxx Xxxxxx UAFC, L.P. 660,053 0 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxx X.X. Xxxxxx Partners (BHCA), L.P. 252,631 0 1221 Avenue of the Americas Xxx Xxxx, XX 00000 Attention: Midland National Life Insurance Company 500,000 0 Xxx Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000-0000 Attention: E. Xxxx Xxxxxxx Wand/Universal Investments I L.P. 240,000 24,000 c/o Wand Partners Inc. 000 Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Wand/Universal Investments II L.P. 60,000 6,000 c/o Wand Partners Inc. 000 Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Total:........................................... 2,200,000 30,000 ========= ====== EXHIBIT A-1 [OPINION OF XXXX, WEISS, RIFKIND, XXXXXXX & XXXXXXXX COUNSEL FOR THE COMPANY] July __, 0000 XXXX XX XXXXXXX SECURITIES LLC XXXXXXX XXXXX & ASSOCIATES, INC. As Representatives of the Several Underwriters c/o BANC OF AMERICA SECURITIES LLC 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 UNIVERSAL AMERICAN FINANCIAL CORP. Ladies and Gentlemen: We have acted as special counsel to Universal American Financial Corp., a New York corporation (the "Company"), in connection with the Underwriting Agreement (the "Underwriting Agreemen...
Xxxxxxx Title. President
Xxxxxxx Title. Treasurer Date: -1--1-1[1--2--_,_,:f:/f-'-'/ ? By�: I>.;,J.�� Name: Xxxxx Xxxxx Title: President Date: ]:'--!t'-' 2-_S-+: /-· 1_B· _'
Xxxxxxx Title. Global Corporate Manager ABN AMRO BANK N.V., by /s/ Xxxx X. Xxxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxxx Title: Group Vice President by /s/ Xxxxx X. Xxxxxx --------------------------------- Name: Xxxxx X. Xxxxxx Title: Assistant Vice President FIRSTAR BANK, N.A., by /s/ Xxxx Xxxxxxxxxx --------------------------------- Name: Xxxx Xxxxxxxxxx Title: Assistant Vice President WESTPAC BANKING CORPORATION, by /s/ Xxxx Xxxxxx --------------------------------- Name: Xxxx Xxxxxx Title: Relationship Manager
Xxxxxxx Title. President ------------------------------- ------------------------------------ Donaxx X.
Xxxxxxx Title. Vice President Annex 1-6 The foregoing Amendment Agreement is hereby accepted as of the date first above written. CAPE FEAR FARM CREDIT, ACA By: /s/ Xxxxx X. Xxxx ----------------- Name: Xxxxx X. Xxxx Title: Assistant Vice President XXXX XXXXXXX LIFE INSURANCE COMPANY By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Managing Director XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Managing Director INVESTORS PARTNER LIFE INSURANCE COMPANY By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Signatory Annex 1-7 COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES' RETIREMENT SYSTEM By: Xxxx Xxxxxxx Life Insurance Company, as Investment Advisor By: /s/ Xxxxx X. Xxxxxxx --------------------- Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory XXXX XXXXXXX LIFE INSURANCE COMPANY (On behalf of Private Placement Separate Account 1Z) By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Signatory MELLON BANK, N.A., solely in its capacity as Trustee for the XXXX ATLANTIC MASTER TRUST, (as directed by Xxxx Xxxxxxx Financial Services, Inc.), and not in its individual capacity By: /s/ Xxxxxxxxxx Xxxx -------------------- Name: Xxxxxxxxxx Xxxx Title: Authorized Signatory Annex 1-8 THE NORTHERN TRUST COMPANY, AS TRUSTEE OF THE LUCENT TECHNOLOGIES INC. MASTER PENSION TRUST By: Xxxx Xxxxxxx Life Insurance Company, as Investment Manager By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Signatory SIGNATURE 4 LIMITED By: Xxxx Xxxxxxx Life Insurance Company, as Portfolio Advisor By: /s/ Xxxxx X. Xxxxxxx -------------------- Name: Xxxxx X. Xxxxxxx Title: Authorized Xxxx Xxxxxxx Officer SIGNATURE 1A (CAYMAN), LTD. By: Xxxx Xxxxxxx Life Insurance Company, Portfolio Advisor By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Xxxx Xxxxxxx Officer Annex 1-9 MELLON BANK, N. A., solely in its capacity as Trustee for the LONG-TERM INVESTMENT TRUST, (as directed by Xxxx Xxxxxxx Financial Services, Inc.), and not in its individual capacity By: /s/ Xxxxxxxxxx Xxxx ------------------- Name: Xxxxxxxxxx Xxxx Title: Authorized Signatory THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY By: American General Investment Management, L.P. By: American General Investment Management Co...
Xxxxxxx Title. President 571770 ALBERTA LTD. By: ------------------------------ Name: Title: 604478 ALBERTA LTD. By: ------------------------------ Name: Xxxxx X. Xxxxx Title: President ________________[ESCROW AGENT] By: ------------------------------ Name: Title: SCHEDULE "A" CLAIMS NOTICE [Name and Address of Escrow Agent] [Name and Address of Principal Shareholders] RE: ESCROW AGREEMENT, DATED _______________ 2000, (THE "ESCROW AGREEMENT"), BY AND AMONG FRI FTI, XXXXXXXXX, THE PRINCIPAL SHAREHOLDERS AND _____________________________ , AS ESCROW AGENT All capitalized terms used but not defined in this Notice have the meanings given them in the Escrow Agreement. Pursuant to Section 9 of the Escrow Agreement, (on its own behalf and on behalf of FRI and FRI) hereby claim entitlement to indemnification under Section 7 of the same agreement in respect of the following circumstances: [SUMMARY OF FACTS AS THEN KNOWN WHICH FORM BASIS FOR THE CLAIM] Xxxxxxxxx'x reasonable good faith estimate of the amount of the claim(s) which are the subject of such demand for indemnification is $_______________ and demands payment from the Escrowed Property of the amount of such claim(s). XXXXXXXXX MANAGEMENT LIMITED By: Name: Title:
Xxxxxxx Title. Secretary - Treasurer Date: Signed and delivered in the presence of: /s/ Xxxxxxx Xxxxx ----------------- Unofficial Witness /s/ Xxxxx X. Xxxxx ------------------ Notary Public My Commission Expires:March 16, 1998 [Notary Seal] SUNTRUST BANK, ATLANTA, not in its individual capacity, but solely as Co-Trustee under the Trust Agreement, as Head Lessee By: /s/ Xxxxx Xxxxxx ---------------------- Name: Xxxxx Xxxxxx Title: Vice President Date: 12/30/96 By: /s/ Xxxxxx Xxxxxxxx ---------------------- Name: Xxxxxx Xxxxxxxx Title: Vice President Date: 12/30/96 Signed and delivered in the presence of: /s/ E. M. Shadru ---------------- Unofficial Witness /s/ Xxxxx X. Xxxxx ------------------ Notary Public My Commission Expires:March 16, 1998 [Notary Seal] CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE HEAD LESSEE IN AND TO THIS HEAD LEASE HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE UNDERSIGNED, AS LENDER, UNDER THE LOAN AGREEMENT AND THE DEED TO SECURE DEBT EACH DATED AS OF DECEMBER 30, 1996. THIS AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. ONLY THE ORIGINAL COUNTERPART CONTAINS THE RECEIPT THEREFOR EXECUTED BY THE UNDERSIGNED, ON THE SIGNATURE PAGES THEREOF. SEE SECTION 13 HEREOF FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS THEREOF. Receipt of this original counterpart of this Head Lease is hereby acknowledged on this ___ day of December, 1996. UTRECHT-AMERICA FINANCE CO. By: ____________________________ Name: Title: Date: By: ____________________________ Name: Title: Date: SCHEDULE TO EXHIBIT 10.32.2 HEAD LEASE AGREEMENT (P1) The following table indicates for each transaction the name of the corresponding Owner Participant: Agreement Date Owner Participant --------- ----- ----------------- P1 December 30, 1996 Xxxxxx Xxxxxx Capital Corporation P2 January 3, 1997 Xxxxxx Xxxxxx Capital Corporation F3 December 30, 1996 First Chicago Leasing Corporation F4 December 30, 1996 First Chicago Leasing Corporation N5 December 30, 1996 NationsBanc Leasing & R.E. Corporation N6 January 3, 1997 NationsBanc Leasing & R.E. Corporation Other than Appendix A, the Exhibits and Schedules to the Head Lease Agreement (P1) are not filed herewith; however, the registrant hereby agrees that such Exhibits and Schedules will be provided to the Commission upon request. Appendix A
Xxxxxxx Title. Vice President The foregoing Amendment is hereby acknowledged and consented to as of the date first above written: HEXCEL CORPORATION,
