Transaction References. The Company agrees that PGIM Private Capital may (a) refer to its role in establishing the Facility, as well as the identity of the Company and the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. Please sign the form of acceptance on the enclosed counterpart of this Agreement and return the same to the Company, whereupon this Agreement shall become a binding agreement between the Company and each Purchaser. Very truly yours, By: _/s/ ▇▇▇▇▇▇▇ ▇. Col________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Agreement is ▇▇▇▇▇▇ accepted as of the date first above written. PGIM, INC. By:_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President By: PGIM, Inc., as investment manager By:_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President By: PGIM, Inc., as investment manager By:_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President By: PGIM, Inc., as investment manager By:_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PRIVATE SHELF AGREEMENT, DATED NOVEMBER 9, 2023. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST.
Appears in 1 contract
Sources: Private Shelf Agreement (Saia Inc)
Transaction References. The Company agrees that PGIM Private Prudential Capital Group may (a) refer to its role in establishing the Facilityorigination and structuring of the Facility and the purchase of the Series A Notes thereunder from the Company, as well as the identity of the Company and the maximum aggregate principal amount and issue date of the Shelf Series A Notes and the date on which aggregate principal amount under the Facility was establishedfor the potential future issue of other Series of Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo in conjunction with any such reference. Please sign the form of acceptance on the enclosed counterpart of this Agreement and return the same to the Company, whereupon this Agreement shall become a binding agreement between the Company and each Purchaser. Very truly yours, By: _/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: CFO The foregoing is hereby agreed to as of the date thereof. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President FARMERS INSURANCE EXCHANGE By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Vice President ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President PRUDENTIAL CAPITAL GROUP ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Col________________ Name: ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ TitleTelephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: Executive Vice President, Chief Financial Officer and Secretary The foregoing Agreement is ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ accepted as of the date first above written. PGIM▇▇▇▇▇ Vice President PRUDENTIAL CAPITAL GROUP ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, INC. By:_/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Managing Director PRUDENTIAL CAPITAL GROUP ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PRUDENTIAL CAPITAL GROUP Prudential Tower, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 14th Floor – ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PRUDENTIAL CAPITAL GROUP Prudential Tower, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 14th Floor – ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (858) 251-5603 (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (858) 251-5611 (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Vice President, Finance; Treasurer and Chief Financial Officer WD-40 COMPANY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President By: PGIMPresident, Inc., as investment manager By:_/s/ General Counsel and Corporate Secretary WD-40 COMPANY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ President By: PGIM, Inc., as investment manager By:_/s/ and Chief Executive Officer WD-40 COMPANY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Rae ▇▇▇ ▇▇▇▇▇▇ Vice President By: PGIM Private Placement InvestorsPresident, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:_/s/ Corporate Controller WD-40 COMPANY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ Vice President By▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇ Email: PGIM Private Placement Investors▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Aggregate Principal Amount of Notes to be Purchased Note Denomination(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $10,000,000 $10,000,000
(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, L.P. NY ABA No.: Account Name: Hartford Financial Single Client SA Account No.: Each such wire transfer shall set forth the name of the Company, a reference to “3.39% Series A Senior Notes due November 15, 2032, PPN 92968* AA5” and the due date and application (as Investment Advisoramong principal, interest and Make-Whole Amount) Byof the payment being made.
(2) Address for all communications and notices: PGIM Private Placement Investors The Prudential Insurance Company of America c/o Prudential Capital Group ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Inc. (as its General Partner) By:_/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇______________________ Vice President By▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Managing Director and for all notices relating solely to scheduled principal and interest payments to: The Prudential Insurance Company of America ▇/▇ ▇▇▇▇, Inc. Prudential Tower ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: PIM Private Accounting Processing Team Email: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(3) Address for Delivery of Notes: (a)Send physical security by nationwide overnight delivery service to: PGIM, Inc.Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - Trade Management manager (b)Send copy by email to: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(4) Tax Identification No.: Aggregate Principal Amount of Notes to be Purchased Note Denomination(s) FARMERS INSURANCE EXCHANGE $7,000,000 $7,000,000
(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank ABA: Beneficiary Account No: Beneficiary Account Name: JPMorgan Income Ultimate Beneficiary: P13939 Farmers Insurance Exchange Each such wire transfer shall set forth the name of the Company, a reference to “3.39% Series A Senior Notes due November 15, 2032, PPN 92968* AA5” and the due date and application (as investment manager By:_/s/ among principal, interest and Make-Whole Amount) of the payment being made.
(2) Address for all communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇______________________ Vice President THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Managing Director and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to: Farmers ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇, AS AMENDED ▇▇ ▇▇▇▇▇ Attention: Treasury Treasury: Treasury Manager ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(THE “ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PRIVATE SHELF AGREEMENT, DATED NOVEMBER 9, 2023. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST.Address for Delivery of Notes:
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Wd 40 Co)
Transaction References. The Company agrees that PGIM Private Prudential Capital Group may (a) refer to its role in establishing the Facilityorigination of the purchase of the Notes from the Company, as well as the identity of the Company Company, the aggregate principal amount and issue date of the Notes and the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility was establishedFacility, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo in conjunction with any such reference. Please sign the form of acceptance on the enclosed counterpart of this Agreement and return the same to the Company, whereupon this Agreement shall become a binding agreement between the Company and each Purchaser. Very truly yours, CUBIC CORPORATION, a Delaware corporation By: _/s/ ▇▇▇▇▇▇▇ ▇. Col________________ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Vice President, Chief Financial Officer and Secretary The foregoing Agreement is By: /s/ ▇▇▇▇▇▇▇ accepted ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer CUBIC APPLICATIONS, INC., a California corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer CUBIC SIMULATION SYSTEMS, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary ABRAXAS CORPORATION, INC., a Virginia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer The foregoing is hereby agreed to as of the date first above writtenthereof. PGIM, INC. By:_/s/ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇ Vice President By: PGIM, Inc., as investment manager By:_/s/ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇ Vice President By: PGIMPrudential Private Placement Investors, Inc.L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as investment manager By:_/s/ its General Partner) By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇ Vice President By: PGIM Prudential Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Prudential Private Placement Investors, Inc. (as its General Partner) By:_/s/ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇ Vice President By: PGIM Prudential Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Prudential Private Placement Investors, Inc. (as its General Partner) By:_/s/ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇______________________ ▇ Vice President By: PGIM, Inc., as investment manager By:_/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Managing Director PRUDENTIAL CAPITAL GROUP ▇______________________ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933PRUDENTIAL CAPITAL GROUP ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, AS AMENDED ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (THE “ACT”)▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ PRUDENTIAL CAPITAL GROUP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, OR UNDER STATE SECURITIES LAWS. NO TRANSFER▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PRUDENTIAL CAPITAL GROUP ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (A▇▇▇) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR ▇▇▇-▇▇▇▇ Facsimile: (B▇▇▇) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PRIVATE SHELF AGREEMENT, DATED NOVEMBER 9, 2023. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST.▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Cubic Corp /De/)
Transaction References. The Company Obligors agrees that PGIM Private each of New York Life Investment Management LLC, Prudential Investment Management, Inc. and Prudential Capital Group may (a) refer to its role in establishing the Facilitythis Agreement, as well as the identity of the Company any Obligor and the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility Agreement was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo of any Obligor in conjunction with any such reference. Please If you are in agreement with the foregoing, please sign the form of acceptance agreement on the enclosed accompanying counterpart of this Agreement and return the same it to the Company, whereupon this Agreement shall become a binding agreement between among the Purchasers, the Company and each Purchaserthe Guarantor. Very truly yours, FIRSTSERVICE CORPORATION By: _/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ ▇▇▇▇▇▇▇ ▇. Col________________ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Corporate Vice PresidentPresident By: New York Life Investment Management LLC, Chief Financial Officer and Secretary The foregoing Agreement is Its Investment Manager By: /s/ ▇▇▇▇▇▇▇ accepted ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director By: /s/ Engin Okaya Name: Engin Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin Okaya Name: Engin Okaya Title: Vice President Name in which to register Note(s) NEW YORK LIFE INSURANCE COMPANY Note Registration Number(s); Principal Amount(s) R-1; $18,800,000 Payment on account of Note(s) Method Account information Federal Funds Wire Transfer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No.: ▇▇▇-▇▇▇-▇▇▇ Credit: New York Life Insurance Company General Account No.: ▇▇▇-▇-▇▇▇▇▇ Ref: “Accompanying Information” below Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the date first above writtenpayment being made. PGIMAddress / Fax # and/or Email For Notices Relating To Payments New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, INC▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations, Private Group, 2nd Fl. By:_/s/ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Any changes in the foregoing payment instructions shall be confirmed by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ prior to becoming effective. Address / Fax # and/or Email For All Other Notices New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group, Private Finance, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ Instructions re: Delivery of Notes New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Signature Block Format NEW YORK LIFE INSURANCE COMPANY By:_____________________________ Vice President ByName: PGIMTitle: Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in which to register Note(s) NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION Note Registration Number(s); Principal Amount(s) R-2; $36,000,000 Payment on account of Note(s) Method Account information Federal Funds Wire Transfer JPMorgan Chase Bank New York, Inc.New York ABA No.: ▇▇▇-▇▇▇-▇▇▇ Credit: New York Life Insurance and Annuity Corporation General Account No.: ▇▇▇-▇-▇▇▇▇▇ Ref: “Accompanying Information” below Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as investment manager By:_/s/ among principal, interest and Make-Whole Amount) of the payment being made. Address / Fax # and/or Email For Notices Relating To Payments New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations, Private Group, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Any changes in the foregoing payment instructions shall be confirmed by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ prior to becoming effective. Address / Fax # and/or Email For All Other Notices New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group, Private Finance, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ Instructions re: Delivery of Notes New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Signature Block Format NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, Its Investment Manager By:_____________________________ Vice President ByName: PGIMTitle: Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in which to register Note(s) NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) Note Registration Number(s); Principal Amount(s) R-3; $20,200,000 Payment on account of Note(s) Method Account information Federal Funds Wire Transfer JPMorgan Chase Bank New York, Inc.New York ABA No.: ▇▇▇-▇▇▇-▇▇▇ Credit: NYLIAC SEPARATE BOLI 30C General Account No.: ▇▇▇-▇-▇▇▇▇▇ Ref: “Accompanying Information” below Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as investment manager By:_/s/ among principal, interest and Make-Whole Amount) of the payment being made. Address / Fax # and/or Email For Notices Relating To Payments New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operation Private Group, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Any changes in the foregoing payment instructions shall be confirmed by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ prior to becoming effective. Address / Fax # and/or Email For All Other Notices New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Fixed Income Investor Group, Private Finance, 2nd Fl. Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy sent via Email to: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ Instructions re: Delivery of Notes New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Signature Block Format NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: New York Life Investment Management LLC, Its Investment Manager By:_____________________________ Vice President ByName: PGIM Private Placement InvestorsTitle: Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration number(s); principal amount(s) R-4; $27,900,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, L.P. NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments The Prudential Insurance Company of America c/o Investment AdvisorOperations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Recipient of telephonic prepayment Notices: Manager, Trade Management Group Telephone: (▇▇▇) By▇▇▇-▇▇▇▇ Facsimile: PGIM Private Placement Investors(▇▇▇) ▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, Inc. (as its General Partner) By:_/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq. Signature Block Format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President ByTax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration number(s); principal amount(s) R-5; $31,700,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: PGIM Private Placement Investors▇▇▇-▇▇▇-▇▇▇ Account Name: Privest Portfolio Account No.: P86189 (please do not include spaces) Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, L.P. 2024 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments The Prudential Insurance Company of America c/o Investment AdvisorOperations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Recipient of telephonic prepayment Notices: Manager, Trade Management Group Telephone: (▇▇▇) By▇▇▇-▇▇▇▇ Facsimile: PGIM Private Placement Investors(▇▇▇) ▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, Inc. (as its General Partner) By:_/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq. Signature Block Format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President ByTax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration number(s); principal amount(s) R-6; $9,600,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: PGIM▇▇▇-▇▇▇-▇▇▇ Account Name: Prudential GM Buyout Private Custody Account No.: P30819 (please do not include spaces) Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, Inc.2024 Due date and application (as among principal, as investment manager By:_/s/ interest and Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Manager, ▇▇▇▇▇▇▇▇ and Collections Recipient of telephonic prepayment Notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq. Signature Block Format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:___________________________________ Title: Vice President THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Tax Identification Number ▇▇-▇▇▇▇▇▇▇ Name in Which to Register Note(s) FARMERS NEW WORLD LIFE INSURANCE COMPANY Note Registration number(s); principal amount(s) R-7; $5,800,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank New York, AS AMENDED NY ABA No.: ▇▇▇▇▇▇▇▇▇ Account No.: 9009000200 Account Name: SSG Private Income Processing For further credit to Account P58834 Farmers NWL Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: FIRSTSERVICE CORPORATION Description of Security: PPN: 3.84% Series Guaranteed Senior Notes 33761N A@8 due January 16, 2024 Due date and application (THE “ACT”)as among principal, OR UNDER STATE SECURITIES LAWSinterest and Make-Whole Amount) of the payment being made. NO TRANSFERAddress/Fax for Notices Related to Payments ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Farmers Insurance Company Attention: Investment Accounting Team ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., SALE▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ASSIGNMENT▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Farmers New World Life Insurance Company Attention: Investment Operations Team ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, PLEDGE▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT ▇▇ ▇▇▇▇▇-▇▇▇▇ Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Managing Director Instructions re: Delivery of Notes JPMorgan Chase Bank, N.A. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Physical Receive Department, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Re: P58834 – Farmers New World Life Private Placement and 33761N A@8 cc: Trade Management, Manager Signature Block Format FARMERS NEW WORLD LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (Aas Investment Advisor) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR By: Prudential Private Placement Investors, Inc. (Bas its General Partner) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PRIVATE SHELF AGREEMENT, DATED NOVEMBER 9, 2023. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST.By: ______________________________ Name: Title: Vice President Tax Identification Number ▇▇-▇▇▇▇▇▇▇
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