LG&E and KU ENERGY LLC $250,000,000 4.375% Senior Notes Due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2011 • LG&E & KU Energy LLC • Electric & other services combined • New York
LG&E and KU Energy LLC, a limited liability company organized under the laws of the Commonwealth of Kentucky (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp. (“BNP Paribas”), RBC Capital Markets, LLC (“RBC”), U.S. Bancorp Investments, Inc. (“US Bank”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"), for whom BNP Paribas, RBC and US Bank are acting as representatives, upon the terms set forth in a purchase agreement dated September 26, 2011 (the "Purchase Agreement"), U.S. $250,000,000 principal amount of its Senior Notes, 4.375% Series due 2021 (the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 2010, as heretofore supplemented and to be further supplemented by Supplemental Indenture No. 2 thereto, dated as of September 1, 2011 (the "Supplemental Indenture" and the indenture as so supplemented, the “Indentu
Illumina, Inc. 3,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 12th, 2008 • Illumina Inc • Laboratory analytical instruments • New York
Illumina, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 3,500,000 shares (the “Firm Securities”) and, at the election of the Underwriter, up to 525,000 additional shares (the “Optional Securities”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
Underwriting Agreement, Dated February 12, 2009, Among the Company, UBS Securities LLC and Lazard Capital Markets LLCUnderwriting Agreement • February 17th, 2009 • Geron Corp • Pharmaceutical preparations • New York
Geron Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 7,250,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Shares are described in the Prospectus which is referred to below.
APPALACHIAN POWER COMPANY Underwriting Agreement Dated March 22, 2011Underwriting Agreement • March 25th, 2011 • Appalachian Power Co • Electric services • New York
WHEREAS, the Company proposes to issue and sell $350,000,000 aggregate principal amount of its 4.60% Senior Notes, Series T, due 2021 (the Notes) to be issued pursuant to the Indenture dated as of January 1, 1998, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as heretofore supplemented and amended and as to be further supplemented and amended (said Indenture as so supplemented being hereafter referred to as the Indenture); and
FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AMENDMENT NO. 2Receivables Purchase Agreement • January 5th, 2022 • Kelly Services Inc • Services-help supply services • New York
Ford Credit Auto Receivables Two LLC Ford Credit Auto Owner Trust 2009-D Underwriting AgreementUnderwriting Agreement • September 4th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • New York
WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2011 • Wisconsin Electric Power Co • Electric services • New York
Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $300,000,000 aggregate principal amount of the 2.95% Debentures due 2021 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).
DTE Energy Company Underwriting AgreementUnderwriting Agreement • May 18th, 2009 • Dte Energy Co • Electric services • New York
DTE Energy Company, a Michigan corporation (the “Company”) proposes to issue and sell severally to the firms named in Schedule I hereto (such firms constituting the “Underwriters”) $300,000,000 aggregate principal amount of the Company’s 2009 Series A 7.625% Senior Notes due 2014 with the terms specified in Schedule II hereto (the “Securities”). The Securities will be issued pursuant to the provisions of an Indenture, dated as of April 9, 2001, as supplemented, and as to be supplemented by a Supplemental Indenture establishing the Securities (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., (successor to The Bank of New York), as Indenture Trustee (the “Indenture Trustee”).
PROGRESS ENERGY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2011 • Progress Energy Inc • Electric services • New York
The undersigned Progress Energy, Inc., (the “Company”) hereby confirms its agreement with each of the several Underwriters hereinafter named as follows:
U.S. $2,000,000,000 BRIDGE LOAN AGREEMENT Dated as of May 25, 2011 Among APPLIED MATERIALS, INC. as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC....Assignment and Assumption • May 31st, 2011 • Applied Materials Inc /De • Semiconductors & related devices • New York
BRIDGE LOAN AGREEMENT dated as of May 25, 2011 among APPLIED MATERIALS, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent.
JEFFERIES GROUP, INC. (a Delaware corporation) PURCHASE AGREEMENTPurchase Agreement • November 8th, 2010 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Jefferies & Company, Inc. 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 Jefferies & Company, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $500,000,000 aggregate principal amount of the Company’s 3.875% Senior Notes due 2015 (the “Notes,” referred to herein as, the “Securities”). The Securities are to be issued pursuant to an Indenture dated as of March 12, 2002, as amended by the First Supplemental Indenture dated as of July 15, 2003 (as so amended, the “Indenture”), between the Company and The Bank of New York, as tru
REVOLVING CREDIT AGREEMENT dated as of DECEMBER 31, 2010 among PPL ELECTRIC UTILITIES CORPORATION, THE LENDERS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline LenderRevolving Credit Agreement • January 6th, 2011 • PPL Corp • Electric services • New York
Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II THE CREDITS 18 Section 2.01. Commitments to Lend 18 Section 2.02. Swingline Loans 18 Section 2.03. Notice of Borrowings 20 Section 2.04. Notice to Lenders; Funding of Revolving Loans and Swingline Loans 20 Section 2.05. Noteless Agreement; Evidence of Indebtedness 21 Section 2.06. Interest Rates 22 Section 2.07. Fees 24 Section 2.08. Adjustments of Commitments 24 Section 2.09. Maturity of Loans; Mandatory Prepayments 27 Section 2.10. Optional Prepayments and Repayments 27 Section 2.11. General Provisions as to Payments 28 Section 2.12. Funding Losses 28 Section 2.13. Computation of Interest and Fees 29 Section 2.14. Basis for Determining Interest Rate Inadequate, Unfair or Unavailable 29 Section 2.15. Illegality 29 Section 2.16. Increased Cost and Reduced Return 30 Section 2.17. Taxes 31 Section 2.18. Base Rate Loans Substituted for Affected Euro-Dollar Loans 34 Section 2.19. Increases to the Commitment. 34 Section 2.2
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2008 • Syncora Holdings LTD • Surety insurance • New York
WHEREAS, pursuant to that certain Master Commutation, Release and Restructuring Agreement, dated as of July 28, 2008, by and among the Company, Syncora Guarantee Inc. (formerly known as XL Capital Assurance Inc.), Syncora Guarantee Re Ltd (formerly known as XL Financial Assurance Ltd.), XL Capital Ltd. and the other parties thereto (the “Master Transaction Agreement”), among other things, the Company has agreed to provide the SCA Shareholder Entity certain rights as set forth herein.
POTOMAC ELECTRIC POWER COMPANY (a District of Columbia and Virginia corporation) 6.50% Senior Notes due 2037Purchase Agreement • March 28th, 2008 • Potomac Electric Power Co • Electric services • New York
Potomac Electric Power Company, a District of Columbia and Virginia corporation (the “Company”), confirms its agreement (the “Agreement”) with Citigroup Global Markets Inc. (“Citigroup”) and J.P. Morgan Securities Inc. (“JPMorgan”) 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 Citigroup and JPMorgan are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $250,000,000 in aggregate principal amount of the Company’s 6.50% Senior Notes due 2037 (the “Securities”).
ContractUnderwriting Agreement • September 16th, 2010 • Berkley W R Corp • Fire, marine & casualty insurance • New York
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, on Form S-3 (No. 333-155724) covering the registration of the securities of the Company, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”) and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus and final prospectus supplement in accordance with the provisions of paragraph (b) of Rule 424 of the Rules and Regulations. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendme
Conformed Version REVOLVING CREDIT AGREEMENT dated as of March 10, 2010 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, THE BANKS LISTED HEREIN, THE BANK OF NOVA SCOTIA, as Administrative Agent and Initial Issuing Bank, THE ROYAL BANK...Revolving Credit Agreement • April 14th, 2010 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution • New York
REVOLVING CREDIT AGREEMENT dated as of March 10, 2010, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIA, as Administrative Agent and as Initial Issuing Bank for the letters of credit issued or to be issued pursuant to this Agreement, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and ROYAL BANK OF CANADA, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
U.S. $1,500,000,000 CREDIT AGREEMENT Dated as of May 25, 2011 Among APPLIED MATERIALS, INC. as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC....Credit Agreement • November 18th, 2011 • Applied Materials Inc /De • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of May 25, 2011 among APPLIED MATERIALS, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent.
Ÿ] Shares Fortegra Financial Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • December 13th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
Fortegra Financial Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally and not jointly propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [Ÿ] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [Ÿ] authorized but unissued shares of Common Stock to be issued and sold by the Company and [Ÿ] outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company and certain of the Selling Stockholders have also granted to the several Underwriters an option to purchase up to [Ÿ] and [Ÿ] additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called t
AGREEMENT AND PLAN OF MERGER Dated as of July 15, 2010 among PROSIGHT SPECIALTY INSURANCE HOLDINGS, INC. PSI MERGER SUB INC. and NYMAGIC, INC.Agreement and Plan of Merger • July 19th, 2010 • Nymagic Inc • Surety insurance • New York
MIDDLEBROOK PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 8th, 2008 • MiddleBrook Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 1st day of July, 2008 by and between Dave Becker, a resident of Denton County, Texas, (the “Employee”), and MiddleBrook Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and formerly known as Advancis Pharmaceutical Corporation (the “Company”).
Great Plains Energy Incorporated and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT...Purchase Contract and Pledge Agreement • May 19th, 2009 • Great Plains Energy Inc • Electric services • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May 18, 2009, among Great Plains Energy Incorporated, a Missouri corporation (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York Mellon Trust Company, N.A., as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
THE DETROIT EDISON COMPANY DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2009 • Detroit Edison Co • Electric services • New York
The Detroit Edison Company, a Michigan corporation (the “Company”), proposes to issue and sell severally to the firms named in Schedule I hereto (such firms constituting the “Underwriters”) $250,000,000 aggregate principal amount of the Company’s 2008 Series J 6.40% Senior Notes due 2013 with the terms specified in Schedule II hereto (the “Securities”). The Securities will be issued pursuant to the terms of an Indenture, dated as of June 30, 1993, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Indenture Trustee”), as amended and supplemented by various supplemental indentures including the supplemental indenture (a “Supplemental Indenture”) creating the Securities (the “Indenture”). Payment of the principal of, premium, if any, and interest on the Securities will be secured by the Company’s General and Refunding Mortgage Bonds, 2008 Series J (“Mortgage Bonds”), to be issued under the Mortgage and Deed of Trust, dated as of October 1,
EXHIBIT A AGREEMENT AND PLAN OF MERGER Dated as of March 13, 2008Agreement and Plan of Merger • April 17th, 2008 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New York
National Fuel Gas Company $300,000,000 6.50% Notes due 2018 REGISTRATION RIGHTS AGREEMENT April 11, 2008 Banc of America Securities LLC BNY Capital Markets, Inc. J.P. Morgan Securities Inc.Registration Rights Agreement • November 7th, 2008 • National Fuel Gas Co • Natural gas distribution • New York
This Agreement is made pursuant to the Purchase Agreement dated April 8, 2008 (the “Purchase Agreement”), by and among the Company, as issuer of $300,000,000 aggregate principal amount of 6.50% Notes due 2018 (the “Notes”), and the Initial Purchasers, which provides for, among other things, the sale by the Company to the Initial Purchasers of the aggregate principal amount of Notes specified therein. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
REVOLVING CREDIT AGREEMENT dated as of October 21, 2011 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, THE BANKS LISTED HEREIN, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and Initial Issuing Bank, JPMORGAN CHASE BANK,...Revolving Credit Agreement • January 17th, 2012 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution • New York
REVOLVING CREDIT AGREEMENT dated as of October 21, 2011, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., KEYBANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Co-Documentation Agents.
Kansas City Power & Light Company 5.30% Notes due 2041 UNDERWRITING AGREEMENT dated September 15, 2011 Barclays Capital Inc. RBS Securities Inc. Wells Fargo Securities, LLCUnderwriting Agreement • September 20th, 2011 • Great Plains Energy Inc • Electric services • New York
NEVADA POWER COMPANY D/B/A NV ENERGY (a Nevada corporation) 5.45% General and Refunding Mortgage Notes, Series Y, due 2041 PURCHASE AGREEMENTPurchase Agreement • May 10th, 2011 • Nv Energy, Inc. • Electric & other services combined • New York
Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “Company”), confirms its agreement with Barclays Capital Inc. (“Barclays”), BNY Mellon Capital Markets, LLC (“BNY”) and UBS Securities LLC (“UBS”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof), for whom Barclays, BNY and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $250,000,000 in aggregate principal amount of the Company’s 5.45% General and Refunding Mortgage Notes, Series Y, due 2041 (the “Securities”).
CENTERPOINT ENERGY, INC. $150,000,000 Shares of Common Stock, Par Value $0.01 Per Share Equity Distribution AgreementTerms Agreement • February 25th, 2009 • Centerpoint Energy Inc • Electric services • New York
CenterPoint Energy, Inc., a Texas corporation (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:
OHIO POWER COMPANY Underwriting Agreement Dated _________, 2009Ohio Power Company • August 25th, 2009 • Ohio Power Co • Electric services • New York
WHEREAS, the Company proposes to issue and sell $__0,000,000 aggregate principal amount of its ___% Notes, Series _, due 201__ (the Notes) to be issued pursuant to the Indenture dated as of September 1, 1997, between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), as heretofore supplemented and amended and as to be further supplemented and amended (said Indenture as so supplemented being hereafter referred to as the Indenture); and
SOUTHWESTERN ELECTRIC POWER COMPANY Underwriting Agreement Dated ____________________Southwestern Electric Power Company • August 25th, 2009 • Southwestern Electric Power Co • Electric services • New York
WHEREAS, the Company proposes to issue and sell $__________ principal amount of its [Unsecured Notes] to be issued pursuant to the Indenture dated as of February 25, 2000, between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”), as heretofore supplemented and amended and as to be further supplemented and amended (said Indenture as so supplemented being hereafter referred to as the Indenture); and
RECEIVABLES PURCHASE AGREEMENT dated as of December 4, 2009 among KELLY RECEIVABLES FUNDING, LLC, as Seller KELLY SERVICES, INC., as Servicer THE VARIOUS CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO, THE VARIOUS RELATED COMMITTED PURCHASERS FROM...Receivables Purchase Agreement • December 9th, 2009 • Kelly Services Inc • Services-help supply services • New York
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, Kelly, the Servicer or any Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;
HEALTHSOUTH CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2011 • Healthsouth Corp • Services-hospitals • New York
This Agreement, the Indenture (including each Guarantee set forth therein) and the Securities are herein referred to collectively as the “Transaction Documents.” The issuance and sale of the Securities and the issuance of the Guarantees together with all transactions contemplated herein and in the Disclosure Package and the Final Prospectus are herein referred to collectively as the “Transactions.”
JEFFERIES GROUP, INC. (a Delaware corporation)Purchase Agreement • April 13th, 2011 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Jefferies & Company, Inc. 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 Jefferies & Company, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $800,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due 2018 (the “Notes,” referred to herein as the “Securities”). The Securities are to be issued pursuant to an Indenture dated as of March 12, 2002, as amended by the First Supplemental Indenture dated as of July 15, 2003 (as so amended, the “Indenture”), between the Company and The Bank of New York, as trus
HEALTH CARE REIT, INC. UNDERWRITING AGREEMENTHealth Care • June 18th, 2010 • Health Care Reit Inc /De/ • Real estate investment trusts • New York
Health Care REIT, Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”), $152,009,000 aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2029 (the “Notes”). The Notes are to be issued as part of a single series of notes issued pursuant to the provisions of an indenture dated as of March 15, 2010, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto, dated as of March 15, 2010, as amended by an amendment to such supplemental indenture to be dated as of June 18, 2010 (the indenture, as so supplemented and amended, the “Indenture”). The Company previously issued $342,394,000 in aggregate principal amount of Notes of the same series on March 15, 2010.
ASPEN INSURANCE HOLDINGS LIMITED $250,000,000 6.00% Senior Notes due 2020 UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2010 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters named in Schedule 1
