Exhibit 4.8 OMNIBUS INSTRUMENT WHEREAS, the parties named herein desire to enter into certain program documents contained herein, each such document (unless otherwise specified in such document) dated as of this ____ day of __________, 20___, relating...Terms Agreement • February 9th, 2009 • Ing Usa Annuity & Life Insurance Co • Life insurance • New York
WHEREAS, the parties named herein desire to enter into certain program documents contained herein, each such document (unless otherwise specified in such document) dated as of this ____ day of __________, 20___, relating to the issuance by ING USA Global Funding Trust __________ (the "Trust") of Notes with a principal amount/face amount of $ _________ to investors under the secured notes program sponsored by ING USA;
Exhibit 1.1 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND Medium Term Notes DISTRIBUTION AGREEMENTTerms Agreement • July 15th, 2008 • Governor & Co of the Bank of Ireland • Commercial banks, nec • New York
MEDIUM-TERM NOTES SERIES A (PF) SERIES AIG-FP (PF) SERIES MP, MATCHED INVESTMENT PROGRAM (PF)Terms Agreement • November 15th, 2007 • American International Group Inc • Fire, marine & casualty insurance • New York
CHASE ISSUANCE TRUST (Issuing Entity) CHASE BANK USA, NATIONAL ASSOCIATION (Sponsor, Servicer and Administrator) CHASE CARD FUNDING LLC (Depositor, Transferor and Beneficiary) UNDERWRITING AGREEMENT (Standard Terms)Terms Agreement • February 11th, 2019 • Chase Card Funding LLC • Asset-backed securities • New York
PRICING INSTRUMENTTerms Agreement • September 18th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • New York
STIFEL NICOLAUS MASTER FORM ATM SALES AGREEMENT ARCELLX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • May 8th, 2023 • Arcellx, Inc. • Biological products, (no disgnostic substances) • New York
Arcellx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $350,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (this “Agreement” and such shares of Common Stock sold hereunder, the “Shares”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
BEYOND MEAT, INC. Common Stock ($0.0001 par value per share) Having an Aggregate Offering Price of up to Equity Distribution AgreementTerms Agreement • May 11th, 2023 • Beyond Meat, Inc. • Food and kindred products • New York
Beyond Meat, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (“Goldman”) (the “Manager”) as follows:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. MORTGAGE PASS-THROUGH CERTIFICATES UNDERWRITING AGREEMENTTerms Agreement • March 14th, 2008 • Bear Stearns Structured Products Inc. Trust 2007-R3 • Asset-backed securities • New York
GS Finance Corp. Medium-Term Notes, Series F fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Second Amended and Restated Distribution AgreementTerms Agreement • February 9th, 2023 • Goldman Sachs Capital VI • Security brokers, dealers & flotation companies
DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana Limited Partnership) $500,000,000 2.250% Senior Notes due 2032 TERMS AGREEMENTTerms Agreement • November 3rd, 2021 • DUKE REALTY LTD PARTNERSHIP/ • Real estate • Indiana
REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENTTerms Agreement • November 21st, 2022 • Panama Republic Of • Foreign governments • New York
The undersigned agrees to sell to the Underwriters named in Schedule A hereto, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule D and filed as an exhibit to the Republic’s registration statement under Schedule B of the Securities Act of 1933 (No. 333-250981) (the “Registration Statement”), the following Offered Securities on the following terms:
QUÉBECTerms Agreement • April 21st, 2021 • Quebec • Foreign governments
On behalf of the several Underwriters named in Schedule I hereto and for their respective accounts, we offer to purchase on and subject to the terms and conditions of this Terms Agreement and the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated April 14, 2021 (the “Underwriting Agreement Standard Provisions”), the following Designated Securities on the following terms. All of the provisions of the Underwriting Agreement Standard Provisions attached hereto are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Except as otherwise indicated, capitalized terms used herein have the meanings specified in the Underwriting Agreement Standard Provisions:
AT THE MARKET OFFERING AGREEMENT May 12, 2023Terms Agreement • May 15th, 2023 • TRX GOLD Corp • Gold and silver ores • New York
TRX Gold Corporation, a corporation incorporated under the Business Corporations Act (Alberta) (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Lead Manager”) and Roth Capital Partners, LLC (“Roth” and, collectively with the Lead Manager, the “Managers” and each, a “Manager”) as follows:
TERMS AGREEMENTTerms Agreement • September 29th, 2022 • Citigroup Inc • National commercial banks
EXHIBIT 1.1 FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES (Issuable in Series) UNDERWRITING AGREEMENT Credit Suisse First Boston LLC New York, New York Eleven Madison Avenue October 25, 2004 New York, New York 10010 Ladies and...Terms Agreement • November 3rd, 2004 • First Horizon Asset Securities Inc • Asset-backed securities • New York
CAPITAL ONE MULTI-ASSET EXECUTION TRUST (Issuer) CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) [FORM OF] UNDERWRITING AGREEMENT (Card series Class [•](20[•] [•]))Terms Agreement • January 9th, 2019 • Capital One Multi Asset Execution Trust • Asset-backed securities • New York
UNITED MEXICAN STATES U.S.$2,203,576,000 4.875% GLOBAL NOTES DUE 2033Terms Agreement • August 19th, 2022 • United Mexican States • Foreign governments • New York
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating.
PEPSICO, INC. TERMS AGREEMENTTerms Agreement • May 4th, 2017 • Pepsico Inc • Beverages • New York
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell C$750,000,000 of its 2.150% Senior Notes due 2024 (the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of May 1, 2017 attached hereto as Annex A (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.565% of the principal amount thereof for the Underwritten Securities.
EXHIBIT 1.1 DAIMLERCHRYSLER MASTER OWNER TRUST DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC Seller and Depositor DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC Servicer and Sponsor FORM OF UNDERWRITING AGREEMENTTerms Agreement • October 27th, 2006 • Daimlerchrysler Wholesale Receivables LLC • Asset-backed securities • New York
FORM OF TERMS AGREEMENT] FEDERATIVE REPUBLIC OF BRAZIL [TITLE OF ISSUE]Terms Agreement • January 3rd, 2022 • Federative Republic of Brazil • Foreign governments • New York
Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the underwriters named in Annex I hereto (the “Underwriters”) severally and not jointly agree to purchase, and the Federative Republic of Brazil (“Brazil”) agrees to sell, the principal amount set forth in Annex I hereto of [TITLE OF ISSUE] (the “Notes”) of Brazil, having the terms set forth in the Prospectus Supplement dated [•] (the “Prospectus Supplement”), at the Purchase Price set forth in the Prospectus Supplement and described herein under “Purchase Price” below. For purposes of this Terms Agreement (as defined below), (i) “Underwriting Terms” means the Underwriting Terms, dated November 2019 and attached hereto as Schedule A, incorporated by reference herein as if fully set forth herein, as modified by the terms and conditions of this Terms Agreement (this “Terms Agreement”), (ii) all references to “Debt Securities” in the Underwriting Terms shall be references to the Not
Terms AgreementTerms Agreement • August 14th, 2020 • Marriott International Inc /Md/ • Hotels & motels • New York
TERMS AGREEMENTTerms Agreement • December 5th, 2017 • Citigroup Inc • National commercial banks
THE BANK OF NOVA SCOTIA TERMS AGREEMENT $2,020,000 Capped Buffered Enhanced Participation Notes, Series A Linked to the MSCI EAFE Index due March 12, 2014 CUSIP 064159676Terms Agreement • September 11th, 2012 • Bank of Nova Scotia / • State commercial banks
COEUR MINING, INC. $50,000,000 Shares of Common Stock ($0.01 Par Value Per Share) ATM EQUITY OFFERINGSM SALES AGREEMENTTerms Agreement • August 10th, 2023 • Coeur Mining, Inc. • Gold and silver ores • New York
Coeur Mining, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BMO Capital Markets Corp. (the “BMO”), RBC Capital Markets, LLC (“RBC”) and BofA Securities, Inc. (“BofA,” and together with BMO and RBC, the “Agents” and each individually, an “Agent”) with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to Fifty Million United States Dollars ($50,000,000) (the “Maximum Amount”) through or to the Agents, as sales agents or principals, on the terms and subject to the conditions set forth in this Agreement.
UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENTTerms Agreement • December 2nd, 2020 • United States Cellular Corp • Radiotelephone communications • New York
To the UNDERWRITERS named in the TERMS AGREEMENT referred to below, and the following parties Deutsche Bank Trust Company AmericasTerms Agreement • July 31st, 2019 • United Mexican States • Foreign governments
PUERTO RICO FIXED INCOME FUND, INC. TAX-FREE SECURED OBLIGATIONS DEALER AGREEMENTTerms Agreement • May 13th, 2022 • Tax-Free High Grade Portfolio Target Maturity Fund for Puerto Rico Residents, Inc. • Puerto Rico
AGREEMENT dated as of , 2021 by and between [●] (hereinafter, “[●]” or, the “Dealer”) and [●] (hereinafter, the “Fund”). Capitalized terms used and not otherwise defined herein shall have the same meaning given to such terms in the Registration Statement on Form N-2 (as defined below).
TERMS AGREEMENTTerms Agreement • December 21st, 2007 • Citigroup Inc • National commercial banks
BLACKSTONE SECURED LENDING FUND (a Delaware statutory trust) Up to $200,000,000 Common Shares of Beneficial Interest FORM OF EQUITY DISTRIBUTION AGREEMENTTerms Agreement • March 3rd, 2023 • Blackstone Secured Lending Fund • New York
Blackstone Secured Lending Fund, a Delaware statutory trust (the “Company”), Blackstone Credit BDC Advisors LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) and Blackstone Alternative Credit Advisors LP, a Delaware limited partnership (the “Administrator”) confirm their agreement (this “Agreement”) with [ ] (the “Manager”), as follows:
MURPHY OIL CORPORATION TERMS AGREEMENTTerms Agreement • March 5th, 2021 • Murphy Oil Corp • Crude petroleum & natural gas • New York
We understand that Murphy Oil Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $550,000,000 aggregate principal amount of its 6.375% Notes due 2028 (the “Notes” or the “Underwritten Securities”) subject to the terms and conditions stated in this terms agreement (this “Agreement”) and in the Murphy Oil Corporation Underwriting Agreement Standard Provisions dated as of March 2, 2021 attached hereto (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), offer to purchase, severally and not jointly, and the Company agrees to issue and sell the number or amount of Underwritten Securities opposite our names set for
TERMS AGREEMENTTerms Agreement • September 29th, 2010 • Citigroup Inc • National commercial banks
TERMS AGREEMENTTerms Agreement • May 4th, 2016 • Citigroup Inc • National commercial banks
0.01 par value per share) Sales AgreementTerms Agreement • August 2nd, 2016 • Summit Hotel Properties, Inc. • Real estate investment trusts • New York
Each of Summit Hotel Properties, Inc., a Maryland corporation (the “Company”), and Summit Hotel OP, LP, a Delaware limited partnership (the “Operating Partnership”), confirms its respective agreement (this “Agreement”) with Canaccord Genuity Inc. (the “Agent”), as follows:
BRE PROPERTIES, INC. (“Company”) Debt Securities TERMS AGREEMENTTerms Agreement • May 18th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts • New York
The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, and the Underwriters agree, severally but not jointly, to purchase, on and subject to the terms and conditions of the Underwriting Agreement attached hereto (“Underwriting Agreement”), the following securities (“Offered Securities”) on the following terms:
TARGA RESOURCES PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $1,000,000,000 Equity Distribution AgreementTerms Agreement • May 7th, 2015 • Targa Resources Partners LP • Natural gas transmission • New York
Targa Resources Partners LP, a limited partnership organized under the laws of Delaware (the “Partnership”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated May 7, 2015 (the “Equity Distribution Agreement”), among the Partnership and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, to issue and sell to [ ] (the “Manager”) the securities specified in Schedule I hereto (the “Purchased Units”) [, and solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase the additional securities specified in Schedule I hereto (the “Additional Units”)].1