USA PATRIOT Act Contract Clauses (242)

USA PATRIOT Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

USA PATRIOT Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 26 21. Counterparts. This Agreement may be signed ...in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. View More

USA PATRIOT Act. The Company and Carnival Corp. acknowledge that, in accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and Carnival Corp., which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their re...spective clients. 26 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. View More

USA PATRIOT Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 21 19. Recognition of the U.S. Special Resolution ...Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. For purposes of this Section 19, a "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More

USA PATRIOT Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters may be required to obtain, verify and record information that identifies the Company, which information may include the name and address of the Company, as well as other information that will allow the Underwriters to properly identify the Company. [Next page is signature page.] 27 If the foregoing is in accordance with your understanding, please indicate ...your acceptance of this Agreement by signing below. View More

USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Issuers, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. -35- If the foregoing is in accordance with your u...nderstanding of our agreement, kindly sign and return to the Issuers and the Operating Partnership the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, SUBURBAN PROPANE PARTNERS, L.P. By: /s/ Michael Kuglin Name: Michael Kuglin Title: Vice President-Finance and Chief Accounting Officer SUBURBAN ENERGY FINANCE CORP. By: /s/ Michael Kuglin Name: Michael Kuglin Title: Controller SUBURBAN PROPANE, L.P. By: /s/ Michael Kuglin Name: Michael Kuglin Title: Vice President-Finance and Chief Accounting Officer The foregoing Agreement is hereby confirmed and accepted by the Representative as of the date first above written. WELLS FARGO SECURITIES, LLC Acting as Representative of the several Underwriters named in the attached Schedule A. By: WELLS FARGO SECURITIES, LLC By: /s/ Jeff Gore Name: Jeff Gore Title: Managing Director -36- SCHEDULE A Underwriters PrincipalAmount ofNotesTo BePurchased Wells Fargo Securities, LLC $ 157,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 94,500,000 Citigroup Global Markets Inc. $ 68,250,000 Deutsche Bank Securities Inc. $ 68,250,000 J.P. Morgan Securities LLC $ 68,250,000 RBS Securities Inc. $ 68,250,000 Total $ 525,000,000 EX-1.1 2 d727621dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION Suburban Propane Partners, L.P. Suburban Energy Finance Corp. UNDERWRITING AGREEMENT dated May 12, 2014 Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC RBS Securities Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Underwriting Agreement May 12, 2014 WELLS FARGO SECURITIES, LLC 375 Park Avenue New York, New York 10152 Attn: Transaction Management Department As Representative of the several Underwriters Ladies and Gentlemen: Introductory. Suburban Propane Partners, L.P., a Delaware limited partnership (the "Partnership"), and Suburban Energy Finance Corp., a Delaware corporation (the "Co-Issuer" and together with the Partnership, the "Issuers"), propose to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative, $525,000,000 aggregate principal amount of their 5.50% Senior Notes due 2024 (the "Notes"). The Notes will be issued pursuant to an indenture to be dated as of May 27, 2014 (the "Base Indenture"), among the Issuers and The Bank of New York Mellon, as trustee (the "Trustee"). Certain terms of the Notes will be established pursuant to a supplemental indenture to be dated as of May 27, 2014 (the "Supplemental Indenture") to the Base Indenture (together with the Base Indenture, the "Indenture"). The use of the neuter in this Underwriting Agreement (the "Agreement") shall include the feminine and masculine wherever appropriate. Suburban Propane, L.P., a Delaware limited partnership is referred to herein as the "Operating Partnership" and the direct and indirect subsidiaries of the Partnership listed on Schedule C are referred to as the "Operating Subsidiaries." In connection with the issuance of the Notes, the Issuers will commence a cash tender offer (the "Tender Offer") for any and all of the Issuers' outstanding 7.50% Senior Notes due 2018 upon the terms and subject to the conditions set forth in that certain Offer to Purchase and Consent Solicitation Statement dated as of May 12, 2014, including all information incorporated by reference therein and exhibits, appendices and attachments thereto, as amended, modified or supplemented from time to time. The net proceeds from the sale of the Notes will be used to fund the Tender Offer and pay related fees and expenses. View More

USA PATRIOT Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters have advised the Company that they are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoin...g is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Issuers and the several Underwriters. -27- Very truly yours, CONSTELLATION BRANDS, INC. By: /s/ Oksana S. Dominach Name: Oksana S. Dominach Title: Vice President and Treasurer GUARANTORS ALCOFI INC. CONSTELLATION BRANDS BEACH HOLDINGS, INC. CONSTELLATION BRANDS SMO, LLC CONSTELLATION BRANDS U.S. OPERATIONS, INC. CONSTELLATION LEASING, LLC CONSTELLATION SERVICES LLC CONSTELLATION TRADING COMPANY, INC. FRANCISCAN VINEYARDS, INC. ROBERT MONDAVI INVESTMENTS THE HOGUE CELLARS, LTD. By: /s/ Oksana S. Dominach Name: Oksana S. Dominach Title: Vice President and Treasurer CONSTELLATION BEERS LTD. CONSTELLATION MARKETING SERVICES, INC. CROWN IMPORTS LLC By: /s/ Oksana S. Dominach Name: Oksana S. Dominach Title: Vice President and Assistant Treasurer [Underwriting Agreement—Signature Page] The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. View More