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Asset Purchase Agreement
Asset Purchase Agreement (186K)
Doc #2264590: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
ORANGE GLO INTERNATIONAL, INC.
and
CHURCH & DWIGHT CO., INC.
Dated as of July 14, 2006
TABLE OF CONTENTS
Page
1.
Certain Definitions
1
2.
Purchase and Sale of Assets; Assumption of Liabilities.
5
(a)
Purchase and Sale of Assets
5
(b)
Assets
5
(c)
. . .
2264590
|
 Banc One Capital
As referenced in this Asset Purchase Agreement:
Banc One Capital Markets, Inc – Credit Agreement, dated March 15, 2004, among Seller, the loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. (f/k/a Bank One, N.A.) and Banc One Capital Markets, Inc ., as amended (the Credit Agreement), including those granted under the Pledge and Security Agreement, dated March 15, 2006, between Seller and JPMorgan Chase Bank, N.A. (the Security Agreement),
_____________
dt 1395896
;
|
JPMorgan Chase
As referenced in this Asset Purchase Agreement:
JPMorgan Chase Bank, – with confirmation that all Encumbrances on the Assets securing the obligations under the Credit Agreement, dated March 15, 2004, among Seller, the loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. (f/k/a Bank One, N.A.) and Banc One Capital Markets, Inc., as amended (the Credit Agreement), including those granted under the Pledge and Security Agreement,
_____________
JPMorgan Chase Bank, – One, N.A.) and Banc One Capital Markets, Inc., as amended (the Credit Agreement), including those granted under the Pledge and Security Agreement, dated March 15, 2006, between Seller and JPMorgan Chase Bank, N.A. (the Security Agreement), have been or will have been released effective as of the payment in full of a definitive amount (either expressly or by means of
_____________
dt 1409806
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| 2003 | |
Banc One Capital
As referenced in this Note Purchase Agreement:
Banc One Capital Markets, – of whether such enforceability is considered in a proceeding in equity or at law).
Section 5.3. Disclosure. The Company, through its agent, Banc One Capital Markets, Inc., delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated February 2003 (the Memorandum), relating to
_____________
dt 100741
;
Bank One
As referenced in this Note Purchase Agreement:
Bank One, NA – therefor by wire transfer of immediately available funds for the account of the Company to account number 644357279 Churchill Downs Private Placement at Bank One, NA , 416 West Jefferson Street, Louisville, Kentucky 40202, ABA/Routing #083 000 137. If at the Closing the Company shall fail to tender
_____________
Bank One NA – any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank One NA in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment
_____________
dt 100358
;
Cigna
As referenced in this Note Purchase Agreement:
CIGNA Investments, – Michael E. Miller
Name: Michael E. Miller
Title: Chief Financial Officer
40
Accepted as of April , 2003:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By:
CIGNA Investments, Inc. (authorized agent)
By
/s/ David M. Cass
Name: David M. Cass
Title: Managing Director
Accepted as of April , 2003:
GENERAL ELECTRIC
_____________
dt 123621
;
|
PNC Bank
As referenced in this Note Purchase Agreement:
PNC Bank, – and administrative agent for the Lenders (in such capacity, the Agent), (b) swing line lender, and (c) letter of credit issuer, and (v) PNC Bank, National Association, in its capacity as the Syndication Agent, as amended, modified or replaced to the extent permitted hereby and by the
_____________
PNC Bank, – 250,000,000 Revolving Credit Facility Credit Agreement dated as of April 23, 1999, by and among the Company, the Subsidiaries party thereto, PNC Bank, National Association, as Agent, and the Banks party thereto, as the same has been amended.
Financing Agreements means and includes this Agreement,
_____________
dt 114273
;
 Wyatt Tarrant
As referenced in this Note Purchase Agreement:
Wyatt Tarrant – in form and substance satisfactory to you, dated the date of the Closing (a) from Wyatt Tarrant & Combs, LLP, counsel for the Obligors, substantially in the form and covering the matters
dt 62736
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Full Doc
| 2001 |
Note Purchase Agreement
Note Purchase Agreement (282K)
Doc #252821: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}c65070ex99-1.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 99.1
CONFORMED COPY
================================================================================
CHICAGO BRIDGE & IRON COMPANY N.V.
CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
CBI SERVICES, INC.
CB&I CONSTRUCTORS, INC.
CB&I TYLER COMPANY
$75,000,000
7.34% Senior Notes
Due July 15, 2007
---------
NOTE PURCHASE AGREEMENT
---------
Dated as of July 1, 2001
================================================================================
PPN: 16725# AA 4
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Section Page
------- ----
{S} {C}
1. AUTHORIZATION OF NOTES..................................................................................1
2. SALE AND PURCHASE OF NOTES..............................................................................2
3. CLOSING.................................................................................................2
4. CONDITIONS TO CLOSING...................................................................................2
4.1. Representations and Warranties.................................................................2
4.2. Performance; No Default........................................................................3
4.3. Compliance Certificates........................................................................3
4.4. Opinions of Counsel............................................................................3
4.5. Purchase Permitted By Applicable Law, etc......................................................3
4.6. Sale of Other Notes............................................................................4
4.7. Payment of Special Counsel Fees................................................................4
4.8. Private Placement Number.......................................................................4
4.9. Changes in Corporate Structure.................................................................4
4.10. Subsidiary Guaranty............................................................................4
4.11. Proceedings and Documents......................................................................4
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................4
5.1. Organization; Power and Authority..............................................................5
5.2. Authorization, etc.............................................................................5
5.3. Disclosure.....................................................................................5
5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates...............................6
5.5. Financial Statements...........................................................................7
5.6. Compliance with Laws, Other Instruments, etc...................................................7
5.7. Governmental Authorizations, etc...............................................................8
5.8. Litigation; Observance of Agreements, Statutes and Orders......................................8
5.9. Taxes..........................................................................................8
5.10. Title to Property; Leases......................................................................9
5.11. Licenses, Permits, etc.........................................................................9
5.12. Compliance with ERISA.........................................................................10
5.13. Private Offering by the Company...............................................................11
5.14. Use of Proceeds; Margin Regulations...........................................................11
5.15. Existing Indebtedness; Future Liens...........................................................11
5.16. Foreign Assets Control Regulations, etc.......................................................12
5.17. Status under Certain Statutes.................................................................12
5.18. Environmental Matters.........................................................................12
5.19. Solvency of Subsidiary Guarantors.............................................................13
{/TABLE}
i
{PAGE} 3
{TABLE}
{S} {C}
6. REPRESENTATIONS OF THE PURCHASERS......................................................................13
6.1. Purchase for Investment.......................................................................13
6.2. Source of Funds...............................................................................13
7. INFORMATION AS TO COMPANY..............................................................................14
7.1. Financial and Business Information............................................................14
7.2. Officer's Certificate.........................................................................17
7.3. Inspection....................................................................................17
8. PREPAYMENT OF THE NOTES................................................................................18
8.1. Required Prepayments..........................................................................18
8.2. Optional Prepayments with Make-Whole Amount...................................................19
8.3. Allocation of Partial Prepayments.............................................................20
8.4. Maturity; Surrender, etc......................................................................20
8.5. Purchase of Notes.............................................................................20
8.6. Make-Whole Amount.............................................................................20
9. AFFIRMATIVE COVENANTS..................................................................................22
9.1. Compliance with Law...........................................................................22
9.2. Insurance.....................................................................................22
9.3. Maintenance of Properties.....................................................................22
9.4. Payment of Taxes and Claims...................................................................22
9.5. Corporate Existence, etc......................................................................23
10. NEGATIVE COVENANTS.....................................................................................23
10.1. Consolidated Net Worth........................................................................23
10.2. Indebtedness..................................................................................23
10.3. Fixed Charge Ratio............................................................................24
10.4. Permitted Investments.........................................................................24
10.5. Priority Debt.................................................................................25
10.6. Indebtedness of Subsidiaries..................................................................25
10.7. Liens.........................................................................................26
10.8. Sale of Assets................................................................................27
10.9. Mergers, Consolidations, etc..................................................................28
10.10. Nature of Business............................................................................29
10.11. Subsidiary Guaranties.........................................................................29
10.12. Assets of Non-Guarantor Subsidiaries..........................................................29
252821
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Banc One Capital
As referenced in this Note Purchase Agreement:
Banc
One Capital Markets, – enforceability is considered in a proceeding in equity or at law).
5.3. DISCLOSURE.
The Company and the Co-Obligors, through their agent, Banc
One Capital Markets, Inc., have delivered to you and each Other Purchaser copies
of the Form 10-K and a Private Placement Memorandum, dated May
_____________
dt 100778
;
|
Citibank
As referenced in this Note Purchase Agreement:
Citibank, N.A. – 1) Payments:
All payments on account of the Transamerica Life Insurance Company,
shall be made by wire transfer of immediately available funds to:
Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA #021000089
DDA #36218394
Custody Account No. 847659
FC Transamerica Life Insurance Company
ADDITIONAL REQUIRED
_____________
dt 146689
;
Nationwide Life
As referenced in this Note Purchase Agreement:
NATIONWIDE LIFE INSURANCE
CO – NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
By: /s/ Mark W. Poeppelman
------------------------------------
Name: Mark W. Poeppelman
----------------------------------
Title: Associate Vice President
---------------------------------
S-5
{PAGE} 54
NATIONWIDE LIFE INSURANCE
CO MPANY
By: /s/ Mark W. Poeppelman
------------------------------------
Name: Mark W. Poeppelman
----------------------------------
Title: Associate Vice President
---------------------------------
S-6
{PAGE} 55
PHOENIX LIFE INSURANCE COMPANY
By: /
_____________
NATIONWIDE LIFE INSURANCE CO – A
{PAGE} 67
SCHEDULE A
INFORMATION RELATING TO PURCHASERS
{TABLE}
{CAPTION}
Principal Amount of
Name of Purchaser Notes to be Purchased
------------------- ---------------------------------------
{S} {C}
NATIONWIDE LIFE INSURANCE CO MPANY $9,000,000
Nominee name in which Notes are to be registered: Nationwide Life Insurance Company
{/TABLE}
(1) Send notices and communications
_____________
Nationwide Life Insurance Co – Purchaser Notes to be Purchased
------------------- ---------------------------------------
{S} {C}
NATIONWIDE LIFE INSURANCE COMPANY $9,000,000
Nominee name in which Notes are to be registered: Nationwide Life Insurance Co mpany
{/TABLE}
(1) Send notices and communications to:
Nationwide Life Insurance Company
One Nationwide Plaza (1-33-05)
Columbus, Ohio 43215-2220
Attention:
_____________
Nationwide Life Insurance Co – 9,000,000
Nominee name in which Notes are to be registered: Nationwide Life Insurance Company
{/TABLE}
(1) Send notices and communications to:
Nationwide Life Insurance Co mpany
One Nationwide Plaza (1-33-05)
Columbus, Ohio 43215-2220
Attention: Corporate Fixed-Income Securities
(2) Wiring instructions:
The Bank of New
_____________
Nationwide Life Insurance Co – 2220
Attention: Corporate Fixed-Income Securities
(2) Wiring instructions:
The Bank of New York
ABA #021-000-018
BNF: IOC566
F/A/O Nationwide Life Insurance Co mpany
Attn: P & I Department
PPN# 16725# AA 4
Security Description ____________________________
(3) Check instructions:
Nationwide Life Insurance Company
c/o The Bank
_____________
dt 161767
;
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| 2001 |
Note Purchase Agreement
Note Purchase Agreement (181K)
Doc #343524: Click preview link for longer preview.
Astec Industries, Inc.
and
Astec Financial Services, Inc.
$80,000,000
7.56% Senior Secured Notes due September 10, 2011
Note Purchase Agreement
Dated September 10, 2001
Astec Industries, Inc.
and
Astec Financial Services, Inc.
4101 Jerome Avenue
Chattanooga, Tennessee 37407
7.56% Senior Secured Notes due September 10, 2011
Dated as of September 10, 2001
To each of the Purchasers listed in
the attached Schedule A:
Ladies and Gentlemen:
Astec Industries, Inc. . . .
343524
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Banc One Capital
As referenced in this Note Purchase Agreement:
Banc One Capital Markets, Inc – of whether such enforceability is considered in a proceeding in equity or at law).
Section 5.3. Disclosure. The Obligors, through their agent, Banc One Capital Markets, Inc ., have delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated July 2001 (the "Memorandum"), relating to
_____________
dt 703129
;
Astec Industries
As referenced in this Note Purchase Agreement:
Astec Industries, Inc –
Cred Agree 80mil HTML
EX-10 3 cred80m.htm
Astec Industries, Inc .
and
Astec Financial Services, Inc.
$80,000,000
7.56% Senior Secured Notes due September 10, 2011
Note Purchase Agreement
Dated September
_____________
Astec Industries, Inc – Astec Financial Services, Inc.
$80,000,000
7.56% Senior Secured Notes due September 10, 2011
Note Purchase Agreement
Dated September 10, 2001
Astec Industries, Inc .
and
Astec Financial Services, Inc.
4101 Jerome Avenue
Chattanooga, Tennessee 37407
7.56% Senior Secured Notes due September 10, 2011
Dated as
_____________
Astec Industries, Inc – September 10, 2011
Dated as of September 10, 2001
To each of the Purchasers listed in
the attached Schedule A:
Ladies and Gentlemen:
Astec Industries, Inc ., a Tennessee corporation (the "Company"), and Astec Financial Services, Inc., a Tennessee corporation ("Financial," and the Company and Financial are hereinafter referred
_____________
Astec Industries, Inc – Agreement and return it to the Obligors, whereupon the foregoing shall become a binding agreement between you and the Obligors.
Very truly yours,
Astec Industries, Inc .
By /s/ Richard W. Bethea
Name: Richard W. Bethea
Title: Executive Vice President
Astec Financial Services, Inc.
/s/ Albert E. Guth
Name:
_____________
"Astec Industries, Inc – or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Astec Industries, Inc . and Astec Financial Services, Inc., 7.56% Senior Secured Notes due 2011, PPN 04623# AA 3" and identifying the breakdown of principal
_____________
dt 692688
;
BNY
As referenced in this Note Purchase Agreement:
Bank of New York
– 56% Senior Secured Notes due 2011, PPN 04623# AA 3" and identifying the breakdown of principal and interest and the payment date) to:
Bank of New York
Attention: P&I Department
One Wall Street, 3rd Floor
Window A
New York, New York 10286
ABA #021000018, BNF:IOC566
Notices
_____________
Bank of New York
– 249-4553
Payments
All notices of payment on or in respect of the Notes and written confirmation of each such payment to:
The Bank of New York
ABA #021-000-018
BNF: IOC566
F/A/O Nationwide Life Insurance Company
Attention: P&I Department
PPN #04623# AA 3
_____________
Bank of New York
– payment on or in respect of the Notes and written confirmation of each such payment to:
Nationwide Life Insurance Company
c/o The Bank of New York
P. O. Box 19266
Newark, New Jersey 07195
Attention: P&I Department
With a copy to:
Nationwide Life Insurance Company
One
_____________
Bank of New York
– 249-4553
Payments
All notices of payment on or in respect of the Notes and written confirmation of each such payment to:
The Bank of New York
ABA #021-000-018
BNF: IOC566
F/A/O Nationwide Life and Annuity Insurance Company
Attention: P&I Department
PPN #04623#
_____________
Bank of New York
– or in respect of the Notes and written confirmation of each such payment to:
Nationwide Life and Annuity Insurance Company
c/o The Bank of New York
P. O. Box 19266
Newark, New Jersey 07195
Attention: P&I Department
With a copy to:
Nationwide Life and Annuity Insurance
_____________
dt 702032
;
|
Bank One
As referenced in this Note Purchase Agreement:
Bank One, NA – of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 5506875 at Bank One, NA , Chicago, Illinois ABA 071000013. If at the Closing the Obligors shall fail to tender such Notes to you as provided above in
_____________
dt 703089
;
Chase Manhattan
As referenced in this Note Purchase Agreement:
Chase Manhattan Bank
– Inc. and Astec Financial Services, Inc., 7.56% Senior Secured Notes due 2011, PPN 04623# AA 3, principal, premium or interest") to:
The Chase Manhattan Bank
FED ABA #021000021
CHASE/NYC/CTR/BNF
A/C 900-9-000200
Reference A/C #G05978, Guardian Life
And the name and
_____________
Chase Manhattan Bank
– Inc. and Astec Financial Services, Inc., 7.56% Senior Secured Notes due 2011, PPN 04623# AA 3, principal, premium or interest") to:
The Chase Manhattan Bank
FED ABA #021000021
CHASE/NYC/CTR/BNF
A/C 900-9-000200
Reference A/C #G53637, GIAC - Guardian Tradition
And the name
_____________
Chase Manhattan Bank
– of the Notes to be by bank wire transfer of Federal or other immediately available funds to:
CUDD & CO.
c/o The Chase Manhattan Bank
New York, New York
ABA #021-000-021
SSG Private Income Processing
For credit to: A/C #900-9-000200
Custodial Account
_____________
Chase Manhattan Bank
– Investment Loan Administration
Payments
All principal and interest payments on the Notes shall be made by wire transfer of immediately available funds to:
Chase Manhattan Bank
ABA #021-000-021
Private Income Processing
for credit to: United of Omaha Life Insurance Company
Account Number 900-9000200
a/c
_____________
Chase Manhattan Bank
– of payments, on or in respect of the Notes and written confirmation of each such payment, corporate actions and reorganization notifications to:
The Chase Manhattan Bank
4 New York Plaza-11th Floor
New York, New York 10004
Attention: Income Processing-J. Pipperato
a/c: G07097
All other notices
_____________
dt 703294
;
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| 2003 |
Note Purchase Agreement
Note Purchase Agreement (220K)
Doc #397939: Click preview link for longer preview.
Pentair, Inc.
$50,000,000 4.93% Senior Notes, Series A,
due July 25, 2013
$100,000,000 Floating Rate Senior Notes, Series B,
due July 25, 2013
$50,000,000 5.03% Senior Notes, Series C,
due October 15, 2013
----------
Note Purchase Agreement
----------
Dated July . . .
397939
|
Banc One Capital
As referenced in this Note Purchase Agreement:
Banc One Capital
Markets, Inc – of
whether such enforceability is considered in a proceeding in equity or at law).
-5-
{PAGE}
Pentair, Inc. Note Purchase Agreement
Section 5.3. Disclosure. The Company, through its agent, Banc One Capital
Markets, Inc ., has delivered to you and each Other Purchaser a copy of a Private
Placement Memorandum, dated June, 2003 (the "Memorandum"), relating to the
transactions contemplated hereby. The Memorandum fairly
_____________
dt 1016012
;
Pentair
As referenced in this Note Purchase Agreement:
Pentair, Inc – {DOCUMENT}
{TYPE}EX-10.22
{SEQUENCE}4
{FILENAME}dex1022.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.22
================================================================================
Pentair, Inc .
$50,000,000 4.93% Senior Notes, Series A,
due July 25, 2013
$100,000,000 Floating Rate Senior Notes, Series B,
due July 25, 2013
$50,000,000
_____________
Pentair, Inc – Subsidiary Guaranty
EXHIBIT 4.4(a)-- Form of Opinion of Special Counsel for the Company
EXHIBIT 4.4(b)-- Form of Opinion of Special Counsel for the Purchasers
-iv-
{PAGE}
Pentair, Inc .
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
4.93% Senior Notes, Series A, due July 25, 2013
Floating Rate Senior Notes, Series B, due July 25,
_____________
Pentair, Inc – 5.03% Senior Notes, Series C, due October 15, 2013
Dated as of
July 25, 2003
To each of the Purchasers listed in
the attached Schedule A:
Ladies and Gentlemen:
Pentair, Inc ., a Minnesota corporation (the "Company"), agrees with you as
follows:
Section 1. Authorization of Notes.
The Company will authorize the issue and sale of: (i) $50,000,000 aggregate
_____________
Pentair, Inc – and LIBOR
Breakage Amount, if any, and (to the extent legally enforceable) on any overdue
installment of interest at the Default Rate, whether by acceleration or
otherwise, until paid.
{PAGE}
Pentair, Inc . Note Purchase Agreement
Interest on the Series B Notes shall be computed for the actual number of
days elapsed on the basis of a year consisting of 360 days.
_____________
Pentair, Inc – series in denominations of at least $100,000
as you may request) dated the date of the Closing and registered in your name
(or in the name of
-2-
{PAGE}
Pentair, Inc . Note Purchase Agreement
your nominee), against delivery by you to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
_____________
dt 1528417
;
|
BofA
As referenced in this Note Purchase Agreement:
Bank of America, N.A. – 6.
"Credit Agreements" means the Long Term Credit Agreement dated as of
September 2, 1999 among the Company, Pentair UK Limited, Pentair Canada Inc.,
EuroPentair GMBH, various financial institutions and Bank of America, N.A. , as
administrative agent, as amended, restated or otherwise modified from time to
time ("Long Term Credit Agreement") and the 364-Day Credit Agreement dated as of
September 2, 1999
_____________
Bank of
America, N.A. – or otherwise modified from time to
time ("Long Term Credit Agreement") and the 364-Day Credit Agreement dated as of
September 2, 1999 among the Company, various financial institutions and Bank of
America, N.A. , as administrative agent, as amended, restated or otherwise
modified from time to time ("364-Day Credit Agreement").
"Current Indebtedness" means, with respect to any Person, all Indebtedness
of such
_____________
Bank of America, N.A. – or dealer, or any
other similar financial institution or entity, regardless of legal form.
B-5
{PAGE}
"Intercreditor Agreement" means the Intercreditor Agreement dated as of May
1, 1999, among Bank of America, N.A. , as agent for various financial
institutions and certain other creditors of the Company (as amended, restated or
otherwise modified from time to time).
"Interest Payment Dates" shall have the
_____________
dt 1032898
|
| Preview
Full Doc
| 2003 |
Purchase and Sale Agreement
Purchase and Sale Agreement (104K)
Doc #865957: Click preview link for longer preview.
PURCHASE AND SALE AGREEMENT
====================================================
By and Between
GULFTERRA ENERGY PARTNERS, L.P.
(Partnership)
and
GOLDMAN SACHS & CO.
(Investor)
====================================================
Covering the Acquisition of
. . .
865957
|
Banc One Capital
As referenced in this Purchase and Sale Agreement:
Banc One Capital Markets, Inc – Rights Agreement dated as of July 3, 2003, by
and among GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein, J.P. Morgan
Securities Inc., Banc One Capital Markets, Inc ., BNP Paribas Securities
Corp., Credit Lyonnais Securities (USA) Inc., Credit Suisse First
Boston LLC, Fortis Investment Services LLC, The Royal Bank of Scotland
plc, Scotia Capital (USA) Inc., SunTrust
_____________
Banc One Capital Markets, Inc – and among GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors party thereto, Credit Suisse
First Boston Corporation, Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Banc One Capital Markets, Inc ., Fleet Securities, Inc., Fortis
Investment Services L.L.C., The Royal Bank of Scotland plc, BNP
Securities Corp. and First Union Securities, Inc.
25. A/B Exchange Registration Rights
_____________
Banc One Capital Markets, Inc – institutions
signatories thereto; First Amendment dated as of November 21, 2002.
28. Amended and Restated Credit Agreement among EPN Holding Company, L.P.,
the
<PAGE>
Lenders party thereto, Banc One Capital Markets, Inc . and Wachovia
Bank, N.A., as Co-Syndication Agents, Fleet National Bank and Fortis
Capital Corp., as Co-Documentation Agents, and JPMorgan Chase Bank, as
Administrative Agent, dated as
_____________
Banc One Capital Markets, Inc – and other financial institutions
signatories thereto; First Amendment dated as of November 21, 2002.
3. Amended and Restated Credit Agreement among EPN Holding Company, L.P.,
the Lenders party thereto, Banc One Capital Markets, Inc . and Wachovia
Bank, N.A., as Co-Syndication Agents, Fleet National Bank and Fortis
Capital Corp., as Co-Documentation Agents, and JPMorgan Chase Bank, as
Administrative Agent, dated as
_____________
dt 1721816
;
BNP Paribas
As referenced in this Purchase and Sale Agreement:
BNP Paribas Securities
Corp. – July 3, 2003, by
and among GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein, J.P. Morgan
Securities Inc., Banc One Capital Markets, Inc., BNP Paribas Securities
Corp. , Credit Lyonnais Securities (USA) Inc., Credit Suisse First
Boston LLC, Fortis Investment Services LLC, The Royal Bank of Scotland
plc, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc. and
_____________
dt 1702976
;
CSFB LLC
As referenced in this Purchase and Sale Agreement:
Credit Suisse First
Boston LLC – L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein, J.P. Morgan
Securities Inc., Banc One Capital Markets, Inc., BNP Paribas Securities
Corp., Credit Lyonnais Securities (USA) Inc., Credit Suisse First
Boston LLC , Fortis Investment Services LLC, The Royal Bank of Scotland
plc, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc. and
Wachovia Securities, LLC.
10. General and Administrative Services Agreement by
_____________
dt 1703641
;
|
Fleet Securities
As referenced in this Purchase and Sale Agreement:
Fleet Securities, Inc – L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors party thereto, Credit Suisse
First Boston Corporation, Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc ., Fortis
Investment Services L.L.C., The Royal Bank of Scotland plc, BNP
Securities Corp. and First Union Securities, Inc.
25. A/B Exchange Registration Rights Agreement by and
_____________
dt 1723842
;
JPMorgan Chase
As referenced in this Purchase and Sale Agreement:
JPMorgan Chase Bank, – lenders from time to time parties thereto, Fortis Capital Corporation,
as Syndication Agent, Credit Lyonnais New York Branch, BNP Paribas and Wachovia
Bank, National Association, as Co-Documentation Agents and JPMorgan Chase Bank,
as Administrative Agent, dated as of March 23, 1995, as amended and restated
through September 25, 2003, and (ii) the other financing documents (as
identified therein) and (b) (i)
_____________
JPMorgan Chase Bank, – restated
through September 25, 2003, and (ii) the other financing documents (as
identified therein) and (b) (i) the Credit Agreement dated as of August 15,
2002, among Gateway, as borrower, JPMorgan Chase Bank, individually and as
Administrative Agent, Wachovia Bank, National Association and Bank One, N.A., as
Syndication Agents, Fortis Capital Corp. and BNP Paribas, as Documentation
Agents, and the lenders
_____________
JPMorgan Chase Bank, – Guarantors named therein and The Chase Manhattan Bank, as Trustee;
(iii) the Indenture dated as of November 27, 2002, among the Partnership, GTM
Finance, the Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
Trustee; (iv) the Indenture dated as of March 24, 2003, among the Partnership,
GTM Finance, the Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
Trustee; and (v)
_____________
JPMorgan Chase Bank, – Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
Trustee; (iv) the Indenture dated as of March 24, 2003, among the Partnership,
GTM Finance, the Subsidiary Guarantors named therein and JPMorgan Chase Bank, as
Trustee; and (v) the Indenture dated as of July 3, 2003, among the Partnership,
GTM Finance, the Subsidiary Guarantors named therein and Wells Fargo Bank,
National Association, as
_____________
JPMorgan Chase Bank, – of November 27, 2002.
5. Indenture dated as of November 27, 2002 by and among GulfTerra Energy
Partners, L.P., GulfTerra Energy Finance Corporation, the Subsidiary
Guarantors named therein and JPMorgan Chase Bank, as Trustee; First
Supplemental Indenture dated as of January 1, 2003; Second Supplemental
Indenture dated as of June 20, 2003.
6. A/B Exchange Registration Rights Agreement by and
_____________
dt 1729846
;
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| 2001 |
Purchase Agreement
Purchase Agreement (120K)
Doc #116017: Click preview link for longer preview.
The Kansas City Southern Railway Company
$200,000,000
9 1/2% Senior Notes due 2008
PURCHASE AGREEMENT
------------------
September 21, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"), proposes to issue and sell $200,000,000 aggregate principal amount
-------
of its 9 1/2% Senior Notes due 2008 (the "Securities"). The Securities will be
----------
issued pursuant to an Indenture to be dated as of September 27, 2000 (the
"Indenture") between the Company, Kansas City Southern Industries, Inc. (the
---------
"Parent"), Kansas City Southern Lines, Inc., Gateway Eastern Railway Company,
------
Gateway Western Railway Company, Global Terminaling Services, Inc., KCS
Transportation Company, Mid-South Microwave, Inc., Rice-Carden Corporation,
Southern Development Company, Southern Industrial Services, Inc., and Trans-
Serve, Inc. (collectively, including the Parent, the "Guarantors") and The Bank
----------
of New York, as trustee (the "Trustee") and will be guaranteed on an unsecured
-------
senior basis by the Guarantors. The Company and the Guarantors hereby confirm
their agreement with Chase Securities Inc. ("CSI") and Banc One Capital Markets,
Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc., ABN Amro Incorporated,
BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and Tokyo-Mitsubishi
International plc (together with CSI, the "Initial Purchasers") concerning the
------------------
purchase of the Securities from the Company by the several Initial Purchasers.
The Securities will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon an exemption therefrom. The Company has
--------------
prepared a preliminary offering memorandum dated September 8, 2000 (the
"Preliminary Offering Memorandum") and will prepare an offering memorandum dated
-------------------------------
the date hereof (the "Offering Memorandum") setting forth information concerning
-------------------
the Company and the Securities. Copies of the Preliminary Offering Memorandum
have been, and copies of the Offering Memorandum will be, delivered by the
Company to the Initial Purchasers pursuant to the terms of this Agreement. Any
references herein to the Preliminary Offering Memorandum and the Offering
Memorandum shall be deemed to include all amendments and supplements thereto,
unless otherwise noted. The Company hereby confirms that it has authorized the
use of the Preliminary Offering Memorandum and the Offering Memorandum in
{PAGE}
2
connection with the offering and resale of the Securities by the Initial
Purchasers in accordance with Section 2.
Holders of the Securities (including the Initial Purchasers and their
direct and indirect transferees) will be entitled to the benefits of an Exchange
and Registration Rights Agreement, substantially in the form attached hereto as
Annex A (the "Registration Rights Agreement"), pursuant to which the Company
-----------------------------
will agree to file with the Securities and Exchange Commission (the
"Commission") (i) a registration statement under the Securities Act (the
----------
"Exchange Offer Registration Statement") registering an issue of senior notes of
-------------------------------------
the Company (the "Exchange Securities") which are identical in all material
-------------------
respects to the Securities (except that the Exchange Securities will not contain
terms with respect to transfer restrictions) and (ii) under certain
circumstances, a shelf registration statement pursuant to Rule 415 under the
Securities Act (the "Shelf Registration Statement").
----------------------------
Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Offering Memorandum.
1. Representations, Warranties and Agreements of the Company. The
---------------------------------------------------------
Company and each of the Guarantors represent and warrant to, and agree with,
the several Initial Purchasers on and as of the date hereof and the Closing Date
(as defined in Section 3) that:
(a) Each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, did not, and on the Closing Date the
Offering Memorandum will not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the
--------
Company and the Guarantors make no representation or warranty as to
information contained in or omitted from the Preliminary Offering Memorandum
or the Offering Memorandum in reliance upon and in conformity with
information relating to the Initial Purchasers furnished to the Company by
or on behalf of any Initial Purchaser specifically for use therein (the
"Initial Purchasers' Information").
-------------------------------
(b) Each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, contains all of the information that,
if requested by a prospective purchaser of the Securities, would be required
to be provided to such prospective purchaser pursuant to Rule 144A(d)(4)
under the Securities Act.
(c) Assuming the accuracy of the representations and warranties of the
Initial Purchasers contained in Section 2 and their compliance with the
agreements set forth therein, it is not necessary, in connection with the
issuance and sale of the Securities to the Initial Purchasers and the offer,
resale and delivery of the Securities by the Initial Purchasers in the
manner contemplated by this Agreement and the Offering Memorandum, to
register the Securities under the Securities Act or to qualify the Indenture
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
---------------
Act").
---
(d) The Parent and each of its subsidiaries have been duly
incorporated and are validly existing as corporations in good standing under
the laws of their respective jurisdictions of incorporation, are duly
qualified to do business and are in good standing as foreign corporations in
each jurisdiction in which their respective ownership or lease of property
116017
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Banc One Capital
As referenced in this Purchase Agreement:
BANC ONE CAPITAL MARKETS, – Kansas City Southern Railway Company
$200,000,000
9 1/2% Senior Notes due 2008
PURCHASE AGREEMENT
------------------
September 21, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL
_____________
Banc One Capital Markets, – on an unsecured
-------
senior basis by the Guarantors. The Company and the Guarantors hereby confirm
their agreement with Chase Securities Inc. ("CSI") and Banc One Capital Markets,
Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc., ABN Amro Incorporated,
BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and Tokyo-Mitsubishi
_____________
BANC ONE CAPITAL MARKETS, – Haverty
Title: President
{PAGE}
Trans-Serve, Inc.
By /s/ A.W. Rees
-------------
Name: A.W. Rees
Title: President
{PAGE}
Accepted:
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL
_____________
Banc One Capital Markets, – SCHEDULE 1
Principal
Amount
Initial Purchasers of Securities
------------------ -------------
Chase Securities Inc. $150,000,000.00
Scotia Capital (USA) Inc. 10,857,142.86
Banc One Capital Markets, Inc. 7,857,142.86
Fleet Securities, Inc. 7,857,142.86
ABN Amro Incorporated 5,857,142.86
BMO Nesbitt Burns
_____________
dt 100612
;
BMO Nesbitt
As referenced in this Purchase Agreement:
BMO NESBITT BURNS CORP – PURCHASE AGREEMENT
------------------
September 21, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP .
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York
_____________
BMO Nesbitt Burns Corp – their agreement with Chase Securities Inc. ("CSI") and Banc One Capital Markets,
Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc., ABN Amro Incorporated,
BMO Nesbitt Burns Corp ., BNY Capital Markets, Inc. and Tokyo-Mitsubishi
International plc (together with CSI, the "Initial Purchasers") concerning the
------------------
purchase of the Securities from
_____________
BMO NESBITT BURNS CORP – Rees
Title: President
{PAGE}
Accepted:
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP .
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
By CHASE SECURITIES INC.
By /s/ Gerard J. Murray
--------------------
Authorized Signatory
Address for notices
_____________
BMO Nesbitt Burns Corp – Banc One Capital Markets, Inc. 7,857,142.86
Fleet Securities, Inc. 7,857,142.86
ABN Amro Incorporated 5,857,142.86
BMO Nesbitt Burns Corp . 5,857,142.86
BNY Capital Markets, Inc. 5,857,142.86
Tokyo-Mitsubishi International plc 5,857,142.86
Total $200,
_____________
dt 187558
;
Kansas City
As referenced in this Purchase Agreement:
Kansas City Southern –
{DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}2
{PAGE}
Exhibit 1.1
The Kansas City Southern Railway Company
$200,000,000
9 1/2% Senior Notes due 2008
PURCHASE AGREEMENT
------------------
September 21, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL
_____________
Kansas City Southern – TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"), proposes to issue and sell $200,000,000 aggregate principal amount
-------
of its 9 1/2%
_____________
Kansas City Southern – Securities"). The Securities will be
----------
issued pursuant to an Indenture to be dated as of September 27, 2000 (the
"Indenture") between the Company, Kansas City Southern Industries, Inc. (the
---------
"Parent"), Kansas City Southern Lines, Inc., Gateway Eastern Railway Company,
------
Gateway Western Railway Company, Global Terminaling Services, Inc., KCS
Transportation
_____________
Kansas City Southern – to an Indenture to be dated as of September 27, 2000 (the
"Indenture") between the Company, Kansas City Southern Industries, Inc. (the
---------
"Parent"), Kansas City Southern Lines, Inc., Gateway Eastern Railway Company,
------
Gateway Western Railway Company, Global Terminaling Services, Inc., KCS
Transportation Company, Mid-South Microwave, Inc., Rice-Carden
_____________
Kansas City Southern – become a binding agreement between the Company, the Guarantors
and the several Initial Purchasers in accordance with its terms.
Very truly yours,
The Kansas City Southern Railway Company
By /s/ M.R. Haverty
----------------
Name: Michael R. Haverty
Title: President & Chief Executive Officer
Kansas City Southern Industries, Inc.
By /s/
_____________
dt 92532
;
|
Tokyo-Mitsubishi
As referenced in this Purchase Agreement:
TOKYO-MITSUBISHI INTERNATIONAL PLC
– BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern
_____________
Tokyo-Mitsubishi
International plc – One Capital Markets,
Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc., ABN Amro Incorporated,
BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and Tokyo-Mitsubishi
International plc (together with CSI, the "Initial Purchasers") concerning the
------------------
purchase of the Securities from the Company by the several Initial Purchasers.
The Securities
_____________
TOKYO-MITSUBISHI INTERNATIONAL PLC
– BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
By CHASE SECURITIES INC.
By /s/ Gerard J. Murray
--------------------
Authorized Signatory
Address for notices pursuant to Section 9(c):
1 Chase Plaza,
_____________
Tokyo-Mitsubishi International plc – ABN Amro Incorporated 5,857,142.86
BMO Nesbitt Burns Corp. 5,857,142.86
BNY Capital Markets, Inc. 5,857,142.86
Tokyo-Mitsubishi International plc 5,857,142.86
Total $200,000,000.00
{PAGE}
ANNEX A
[Form of Exchange and Registration Rights Agreement]
{PAGE}
ANNEX B
_____________
dt 225352
;
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