Browse > Home / CompanyIntelligence / Tobacco / UST Inc.

UST Inc. ▼

Page 1 of 11

$71	Preview Subscribers	2007	Bridge Credit Agreement Bridge Credit Agreement (195K) Doc #3245052: Click preview link for longer preview. $200,000,000 BRIDGE CREDIT AGREEMENT, dated as of December 19, 2007, among UST INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent for the Lenders and LEHMAN BROTHERS INC., as Syndication Agent MORGAN STANLEY SENIOR FUNDING, INC. and LEHMAN BROTHERS INC., as Joint Lead Arrangers and Joint Book Runners BRIDGE CREDIT AGREEMENT THIS BRIDGE CREDIT AGREEMENT, dated as of . . . 3245052	UST UST Inc. ( Tobacco ) ;	UST UST Inc. ( Tobacco )
$45	Preview Subscribers	2006	Bylaws Bylaws (54K) Doc #2592575: Click preview link for longer preview. UST INC. By-Laws Adopted on December 23, 1986 Amended and Restated effective October 22, 1998 Amended August 4, 2005 Amended and Restated effective January 1, 2007 BY-LAWS OF UST Inc. (hereinafter called the ï¿½Corporationï¿½) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. Other Offices. The Corporation may also have offices at such other . . . 2592575	UST UST Inc. ( Tobacco ) ;	UST UST Inc. ( Tobacco )
$53	Preview Subscribers	2007	Interest Purchase Agreement Interest Purchase Agreement (135K) Doc #2966752: Click preview link for longer preview. INTEREST PURCHASE AGREEMENT by and among STAG?S LEAP WINE CELLARS, STAG?S LEAP VINEYARDS, L P, RAINBOWDAY, LLC, THE SELLERS LISTED HEREIN and MICHELLE-ANTINORI, LLC Dated as of July 27, 2007 TABLE OF CONTENTS Page 1. PURCHASE AND SALE OF INTERESTS 1 1.1 Purchase and Sale of Interests 1 1.2 Consideration for Interests 1 1.3 Escrow 2 1. . . . 2966752	UST UST Inc. ( Tobacco ) ;	UST UST Inc. ( Tobacco )
$66	Preview Subscribers	2006	Purchase Agreement Purchase Agreement (110K) Doc #2597545: Click preview link for longer preview. *Execution Version* $250,000,000 CORE LABORATORIES LP .25% SENIOR EXCHANGEABLE NOTES DUE 2011 GUARANTEED BY CORE LABORATORIES N.V. PURCHASE AGREEMENT October 31, 2006 October 31, 2006 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 As representatives of the initial purchasers Dear Sirs and Mesdames: Core Laboratories, LP, a Delaware limited partnership (the ï¿½*Company*ï¿½), proposes to issue and sell to the . . . 2597545	UST UST Inc. ( Tobacco ) ; UST UST Inc. ( Tobacco ) ; Core Labs Core Laboratories NV ( Oil Well Services & Equipment ) As referenced in this Purchase Agreement: CORE LABORATORIES N – exv4w1 EX-4.1 2 h40981exv4w1.htm PURCHASE AGREEMENT Execution Version $250,000,000 CORE LABORATORIES LP .25% SENIOR EXCHANGEABLE NOTES DUE 2011 GUARANTEED BY CORE LABORATORIES N .V. PURCHASE AGREEMENT October 31, 2006 October 31, 2006 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Banc of America Securities LLC 9 West 57th Street _____________ Core Laboratories N – and the Additional Notes, together with the Guarantees (as defined below) are hereinafter collectively referred to as the Notes. The Notes will be fully and unconditionally guaranteed (the Guarantees) by Core Laboratories N .V., a Netherlands limited liability company (the Guarantor). The Notes will be exchangeable for shares of the Guarantors Common Shares, EUR 0.04 par value (the Underlying Securities). The _____________ CORE LABORATORIES N – be deemed a part of this Agreement. -20- Very truly yours, CORE LABORATORIES LP By: Core Laboratories, LLC, its general partner By: Name: Richard L. Bergmark Title: Chief Financial Officer CORE LABORATORIES N .V. By: Core Laboratories International B.V., its Sole Managing Director By: Name: Jan Willem Sodderland Title: Managing Director of Core Laboratories International B.V. Accepted as of the _____________ Core Laboratories N – Agreement is being delivered to you in connection with the proposed Purchase Agreement (the Purchase Agreement) to be entered into by Core Laboratories LP, a Delaware limited partnership (the Issuer), Core Laboratories N .V., a Netherlands limited liability company (the Guarantor), and you, with respect to the offering (the Offering) without registration under the Securities Act of 1933, as amended (the Act), _____________ Core Laboratories N – Office the Rotterdam Court Bankruptcy Clerks office (faillissementsgriffie van de rechtbank) Commercial Register the Rotterdam Chamber of Commerce Commercial Register (handelsregister gehouden door de Kamer van Koophandel voor Rotterdam) Company Core Laboratories N .V. Corporate Documents the documents listed in Exhibit D Deed of Amendment the deed of amendment, dated 1 July 2006 which according to the Extract in respect of the _____________ dt 1637206 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – SENIOR EXCHANGEABLE NOTES DUE 2011 GUARANTEED BY CORE LABORATORIES N.V. PURCHASE AGREEMENT October 31, 2006 October 31, 2006 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 As representatives of the initial purchasers Dear Sirs and Mesdames: Core Laboratories, LP, a Delaware limited partnership (the Company), proposes _____________ Banc of America Securities LLC – the Guarantor, Herengracht 424, 1017 BZ Amsterdam, The Netherlands, with a copy to 6316 Windfern Road, Houston, Texas 77040, Attention: Chief Financial Officer or (c) if to the Initial Purchasers, Banc of America Securities LLC , 9 West 57th Street, New York, New York, Attention: Syndicate Department or Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Syndicate Department, in any case to _____________ BANC OF AMERICA SECURITIES LLC – its Sole Managing Director By: Name: Jan Willem Sodderland Title: Managing Director of Core Laboratories International B.V. Accepted as of the date hereof LEHMAN BROTHERS INC. By: Name: Title: BANC OF AMERICA SECURITIES LLC By: Name: Title: -21- EXHIBIT A Lock-Up Agreement ___________ ___, 2006 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Banc of America Securities LLC 9 _____________ Banc of America Securities LLC – Name: Title: BANC OF AMERICA SECURITIES LLC By: Name: Title: -21- EXHIBIT A Lock-Up Agreement ___________ ___, 2006 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 As representatives of the initial purchaser Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection _____________ Banc of America Securities LLC – Kearney Supervisory Director 10. D. John Ogren Supervisory Director 11. Alexander Vriesendorp Supervisory Director A-4 SCHEDULE A Initial Purchasers Principal Amount of Notes Lehman Brothers Inc. $ 112,500,000 Banc of America Securities LLC 112,500,000 Wells Fargo Securities LLC 12,500,000 Comerica Securities Inc. 12,500,000 Total $ 250,000,000 A-5 SCHEDULE B Sole Bookrunner: Lehman Brothers, Bank _____________ dt 1688958 ; Lehman Brothers Lehman Brothers Bank ( Financial ) As referenced in this Purchase Agreement: Lehman Brothers, Bank – of America Securities LLC 112,500,000 Wells Fargo Securities LLC 12,500,000 Comerica Securities Inc. 12,500,000 Total $ 250,000,000 A-5 SCHEDULE B Sole Bookrunner: Lehman Brothers, Bank of America Co-Managers: Comerica, Wells Fargo Amount: $250,000,000 Over Allotment Option: $50,000,000 (20%) Security Offered: Senior Exchangeable Notes Issuer: Core Laboratories Underlying (Ticker): CLB Coupon / _____________ dt 1636152 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Purchase Agreement: Lehman Brothers Inc – PURCHASE AGREEMENT Execution Version $250,000,000 CORE LABORATORIES LP .25% SENIOR EXCHANGEABLE NOTES DUE 2011 GUARANTEED BY CORE LABORATORIES N.V. PURCHASE AGREEMENT October 31, 2006 October 31, 2006 Lehman Brothers Inc . 745 Seventh Avenue New York, New York 10019 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 As representatives of the initial purchasers Dear _____________ Lehman Brothers Inc – the Securities to fund the cost of exchangeable note hedge transactions that the Company expects to close concurrently with the closing of the sale of the Securities with affiliates of Lehman Brothers Inc . (the Hedge Transactions). In addition, in connection with the sale of the Securities and the Hedge Transactions, the Guarantor expects to sell warrants to purchase its common shares to _____________ Lehman Brothers Inc – Hedge Transactions). In addition, in connection with the sale of the Securities and the Hedge Transactions, the Guarantor expects to sell warrants to purchase its common shares to affiliates of Lehman Brothers Inc . (the Warrant Sale). As used herein, the term Transactions collectively refers to the Hedge Transactions and the Warrant Sale. In connection with the sale of the Securities, the Company _____________ Lehman Brothers Inc – Texas 77040, Attention: Chief Financial Officer or (c) if to the Initial Purchasers, Banc of America Securities LLC, 9 West 57th Street, New York, New York, Attention: Syndicate Department or Lehman Brothers Inc ., 745 Seventh Avenue, New York, New York 10019, Syndicate Department, in any case to such other address as the person to be notified may have requested in writing. 12. _____________ LEHMAN BROTHERS INC – By: Core Laboratories International B.V., its Sole Managing Director By: Name: Jan Willem Sodderland Title: Managing Director of Core Laboratories International B.V. Accepted as of the date hereof LEHMAN BROTHERS INC . By: Name: Title: BANC OF AMERICA SECURITIES LLC By: Name: Title: -21- EXHIBIT A Lock-Up Agreement ___________ ___, 2006 Lehman Brothers Inc. 745 Seventh Avenue New York, New _____________ dt 1623672
$45	Preview Subscribers	2006	Registration Rights Agreement Registration Rights Agreement (72K) Doc #2597550: Click preview link for longer preview. *EXECUTION VERSION* REGISTRATION RIGHTS AGREEMENT Dated as of November 6, 2006 By and Among CORE LABORATORIES LP, as Issuer, CORE LABORATORIES N.V. as Guarantor and The Initial Purchasers Party Hereto 0.25% Senior Exchangeable Notes Due 2011 TABLE OF CONTENTS Page 1. Definitions 1 2. Shelf Registration 5 3. Liquidated Damages 7 4. Registration . . . 2597550	UST UST Inc. ( Tobacco ) ; UST UST Inc. ( Tobacco ) ; Core Labs Core Laboratories NV ( Oil Well Services & Equipment ) As referenced in this Registration Rights Agreement: CORE LABORATORIES N – exv4w3 EX-4.3 4 h40981exv4w3.htm REGISTRATION RIGHTS AGREEMENT EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT Dated as of November 6, 2006 By and Among CORE LABORATORIES LP, as Issuer, CORE LABORATORIES N .V. as Guarantor and The Initial Purchasers Party Hereto 0.25% Senior Exchangeable Notes Due 2011 TABLE OF CONTENTS Page 1. Definitions 1 2. Shelf Registration 5 3. Liquidated _____________ Core Laboratories N – i REGISTRATION RIGHTS AGREEMENT PREAMBLE This Registration Rights Agreement (the Agreement) is made as of November 6, 2006 by and among Core Laboratories LP, a Delaware limited partnership (the Company), Core Laboratories N .V., a Netherlands limited liability company (the Guarantor) and Lehman Brothers Inc. and Banc of America Securities LLC, acting on behalf of the several parties (the Initial Purchasers) named _____________ Core Laboratories N – to: Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Street Houston, Texas 77002-6760 Attention: Mark Kelly Facsimile No.: 713-615-5531 if to the Guarantor: Core Laboratories N .V. Herengracht 424 20 1017 BZ Amsterdam The Netherlands with a copy to: Core Laboratories LP 6316 Windfern Road Houston, Texas 77040 Attn: General Counsel Telephone Number: (713) 328- _____________ CORE LABORATORIES N – have executed this Agreement as of the date first written above. CORE LABORATORIES LP By: Core Laboratories, LLC, its general partner By: Name: Richard L. Bergmark Title: Chief Financial Officer CORE LABORATORIES N .V. By: Core Laboratories International B.V., its Sole Managing Director By: Name: Jan Willem Sodderland Title: Managing Director of Core Laboratories International B.V. Confirmed and accepted as _____________ dt 1637207 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Registration Rights Agreement: Banc of America Securities LLC – 6, 2006 by and among Core Laboratories LP, a Delaware limited partnership (the Company), Core Laboratories N.V., a Netherlands limited liability company (the Guarantor) and Lehman Brothers Inc. and Banc of America Securities LLC , acting on behalf of the several parties (the Initial Purchasers) named in Schedule A to that certain Purchase Agreement, dated October 31, 2006 (as it may be amended from _____________ Banc of America Securities LLC – Purchase Agreement, dated October 31, 2006 (as it may be amended from time to time, the Purchase Agreement), by and among the Company, the Guarantor and Lehman Brothers Inc. and Banc of America Securities LLC as representatives of the Initial Purchasers. RECITALS This Agreement is entered into in connection with the Purchase Agreement, which provides for the sale by the Company to the Initial _____________ Banc of America Securities LLC – forth on the records of the registrar under the Indenture, in the case of Holders of Notes, and the stock ledger of the Guarantor. (2) if to the Initial Purchasers: Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Attention: Syndication Department and Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: Syndication Department with copies _____________ BANC OF AMERICA SECURITIES LLC – By: Name: Jan Willem Sodderland Title: Managing Director of Core Laboratories International B.V. Confirmed and accepted as of the date first above written: LEHMAN BROTHERS INC. By: Name: Title: BANC OF AMERICA SECURITIES LLC By: Name: Title: [Signature Page to Registration Rights Agreement] _____________ dt 1688959 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Registration Rights Agreement: Lehman Brothers Inc – made as of November 6, 2006 by and among Core Laboratories LP, a Delaware limited partnership (the Company), Core Laboratories N.V., a Netherlands limited liability company (the Guarantor) and Lehman Brothers Inc . and Banc of America Securities LLC, acting on behalf of the several parties (the Initial Purchasers) named in Schedule A to that certain Purchase Agreement, dated October 31, 2006 ( _____________ Lehman Brothers Inc – A to that certain Purchase Agreement, dated October 31, 2006 (as it may be amended from time to time, the Purchase Agreement), by and among the Company, the Guarantor and Lehman Brothers Inc . and Banc of America Securities LLC as representatives of the Initial Purchasers. RECITALS This Agreement is entered into in connection with the Purchase Agreement, which provides for the sale _____________ Lehman Brothers Inc – the stock ledger of the Guarantor. (2) if to the Initial Purchasers: Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Attention: Syndication Department and Lehman Brothers Inc . 745 Seventh Avenue New York, New York 10019 Attention: Syndication Department with copies to: Davis Polk & Wardell 450 Lexington Avenue New York, NY 10017 Facsimile No.: (212) 450- _____________ LEHMAN BROTHERS INC – B.V., its Sole Managing Director By: Name: Jan Willem Sodderland Title: Managing Director of Core Laboratories International B.V. Confirmed and accepted as of the date first above written: LEHMAN BROTHERS INC . By: Name: Title: BANC OF AMERICA SECURITIES LLC By: Name: Title: [Signature Page to Registration Rights Agreement] _____________ dt 1623673
$42	Preview Subscribers	2007	Securities Purchase Agreement Securities Purchase Agreement (32K) Doc #3234858: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of December 31, 2007, between GLOBETECH ENVIRONMENTAL, INC., a corporation organized and existing under the laws of the State of Nevada (ï¿½Companyï¿½), and Sridhar Ramachandran (ï¿½Investorï¿½); W I T N E S S E T H: WHEREAS, Investor is a shareholder of the Company and has, on an unsolicited basis, advised the Company of his desire to invest additional funds in the Company on the terms set forth herein; and WHEREAS, the Company is willing and able to issue shares of common stock and warrants to Investor on the terms described . . . 3234858	UST UST Inc. ( Tobacco ) ;	UST UST Inc. ( Tobacco )

Page 1 of 11