EXHIBIT 1(a)(1)
X.X. XXXXXX XXXXX & CO.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES, WARRANTS AND UNITS
COMPRISED OF DEBT SECURITIES AND WARRANTS)
June 12, 2001
From time to time, X.X. Xxxxxx Chase & Co., a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein
(each an "Underwriter"). The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (an "Underwriting
Agreement"). The Underwriting Agreement, including the provisions incorporated
therein by reference, is herein referred to as "this Agreement". Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined.
I.
The Company proposes to issue from time to time senior debt securities to
be issued pursuant to the provisions of the Indenture dated as of May 25, 2001
and any indentures supplemental thereto (collectively referred to as the
"Indenture") between the Company and Bankers Trust Company, as Trustee. Such
senior debt securities will have varying designations, maturities, rates and
times of payment of interest, selling prices, redemption terms and other terms.
The Company also proposes to issue from time to time warrants (A) to purchase
debt securities registered by the Registration Statement (as hereinafter
defined), (B) to receive cash determined by reference to an index or indices,
(C) to receive cash determined by reference to currencies, (D) to receive cash
determined by reference to interest rates, or (E) (i) to purchase or sell
securities of an entity other than the Company, a basket of such securities or
commodities, or (ii) to receive cash determined by reference to any other
financial, economic or other measure or instrument including the occurrence or
non-occurrence of any other event or circumstance, or any combination of the
above, such warrants to be issued pursuant to the provisions of a warrant
agreement (the "Warrant Agreement") between the Company and the warrant agent
indicated in the Underwriting Agreement. Such warrants will have varying
designations, exercise prices, expiration dates and other terms. Such senior
debt securities and warrants may be issued separately or as part of a unit. Any
such senior debt securities, any such warrants and any such units are herein
sometimes collectively referred to as the "Securities".
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
Securities and has filed with, or mailed for filing to, the Commission a
prospectus supplement or supplements specifically relating to the Offered
Securities (as defined in the Underwriting Agreement), pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Securities Act"). The term
"Registration Statement" means the registration statement as amended to the
date of the Underwriting Agreement. The term "Basic Prospectus" means the
prospectus included in the Registration Statement. The term "Prospectus" means
the Basic Prospectus together with the prospectus supplement (other than a
preliminary prospectus supplement) specifically relating to the Offered
Securities, as filed with, or mailed for filing to, the Commission pursuant to
Rule 424. The term "preliminary prospectus" means a preliminary prospectus
supplement specifically relating to the Offered Securities, together with the
Basic Prospectus. As used herein the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall include in each
case the material, if any, incorporated by reference therein.
The term "Offered Securities" means the Offered Securities to be purchased
by the Underwriters herein. The term "Contract Securities" means the Offered
Securities, if any, to be purchased pursuant to the delayed delivery contracts
referred to below.
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined) the Company will pay the Manager (as
defined in the Underwriting Agreement) as compensation, for the accounts of the
Underwriters, the fee set forth in the Underwriting Agreement in respect of the
Contract Securities. The Underwriters will not have any responsibility in
respect of the validity or the performance of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Securities comprising the Contract Securities
shall be deducted from the Securities comprising the Offered Securities to be
purchased by the several Underwriters; and the aggregate principal amount of
Securities comprising the Offered Securities to be purchased by each
Underwriter shall be reduced pro rata in proportion to the principal amount of
Securities comprising the Offered Securities set forth opposite each
Underwriter's name in the Underwriting Agreement, except to the extent that the
Manager determines that such reduction shall be otherwise and so advises the
Company.
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III.
The Company is advised by the Manager that the Underwriters propose to
make a public offering of their respective portions of the Offered Securities
as soon after this Agreement is entered into as in the Manager's judgment is
advisable. The terms of the public offering of the Offered Securities are set
forth in the Prospectus.
IV.
Payment for the Offered Securities shall be made by payment in full of the
requisite amount of funds determined in the Underwriting Agreement and in
accordance with the procedures set forth in the Underwriting Agreement, upon
delivery to the Manager for the respective accounts of the several Underwriters
of the Offered Securities registered in such names and in such denominations as
the Manager shall request in writing not less than two full business days prior
to the date of delivery. The time and date of such payment and delivery with
respect to the Offered Securities are herein referred to as the "Closing Date".
V.
The several obligations of the Underwriters hereunder are subject to the
following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or, to the knowledge of the Company, threatened by the
Commission and there shall have been no material adverse change (not in
the ordinary course of business) in the condition of the Company and its
subsidiaries, taken as a whole, from that set forth in the Registration
Statement and the Prospectus; and the Manager shall have received, on the
Closing Date, a certificate, dated the Closing Date and signed by an
executive officer of the Company, to the foregoing effect. The officer
making such certificate may rely upon the best of his knowledge as to
proceedings pending or threatened.
(b) The Manager shall have received on the Closing Date an opinion of
Simpson, Thacher & Xxxxxxxx, counsel to the Company, dated the Closing
Date, in form and scope satisfactory to the Manager.
(c) The Manager shall have received on the Closing Date an opinion of
Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, dated the Closing
Date, in form and scope satisfactory to the Manager.
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(d) The Manager shall have received on the Closing Date a letter
dated the Closing Date, in form and substance satisfactory to the Manager,
from PricewaterhouseCoopers LLP, independent public accountants,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or
incorporated by reference in the Registration Statement and the
Prospectus.
VI.
In further consideration of the agreements of the Underwriters contained
in this Agreement, the Company covenants as follows:
(a) To furnish the Manager, without charge, a copy of the
Registration Statement including exhibits and materials, if any,
incorporated by reference therein and, during the period mentioned in
paragraph (c) below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments
thereto as the Manager may reasonably request. The terms "supplement" and
"amendment" or "amend" as used in this Agreement with respect to the
Registration Statement, Prospectus or preliminary prospectus shall include
all documents filed by the Company with the Commission subsequent to the
date of the Basic Prospectus, pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") which are deemed to be incorporated
by reference in the Prospectus.
(b) Before amending or supplementing the Registration Statement or
the Prospectus, in each case with respect to the Offered Securities, to
furnish the Manager a copy of each such proposed amendment or supplement.
(c) If, during such period after the commencement of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered with
respect thereto, any event shall occur as a result of which the Prospectus
as then amended or supplemented would include any untrue statement of a
material fact or omit to state a material fact necessary to make the state
ments therein, in the light of the circumstances then existing, not
misleading, or if it is necessary to amend or supplement the Prospectus to
comply with law, forthwith at its own expense, to amend or to supplement
the Prospectus and to furnish such amendment or supplement to the
Underwriters, so as to correct such statement or omission or effect such
compliance.
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(d) To qualify the Offered Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Manager shall
reasonably request and to pay all expenses (including fees and disburse
ments of counsel) in connection with such qualification and in connection
with the determination of the eligibility of the Offered Securities for
investment under the laws of such jurisdictions as the Manager may
designate; provided, however, that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any such jurisdiction.
(e) To make generally available to the Company's securityholders as
soon as practicable an earnings statement covering a twelve month period
beginning after the date of the Underwriting Agreement, which shall
satisfy the provisions of Section 11(a) of the Securities Act of 1933, as
amended, and Rule 158 thereunder.
(f) Whether or not any sale of Offered Securities is consummated, to
pay all expenses incident to the performance of its obligations under this
Agreement, including: (i) the preparation and filing of the Registration
statement and the Prospectus and all amendments and supplements thereto,
(ii) the preparation, issuance and delivery of the Offered Securities,
(iii) the fees and disbursements of the Company's counsel and accountants
and of the Trustees and their counsel, (iv) the qualification of the
Offered Securities under securities or blue sky laws in accordance with
the provisions of Section VI(d), including filing fees and the fees and
disbursements of counsel for the Underwriters in connection therewith and
in connection with the preparation of any blue sky or Legal Investment
Memoranda, (v) the printing and delivery to the Underwriters in quantities
as hereinabove stated of copies of the Registration Statement and all
amendments thereto and of the Prospectus and any amendments or supplements
thereto, (vi) the printing and delivery to the Underwriters of copies of
any blue sky or Legal Investment Memoranda, (vii) any fees charged by
rating agencies for the rating of the Offered Securities, (viii) all
document production charges of counsel to the Underwriters (but not
including their fees for professional services in connection with the
preparation of this Agreement), (ix) all costs and expenses, if any,
incident to listing the Offered Securities on any national securities
exchange and (x) any filing fees in connection with any review of the
offering of the Offered Securities by the National Association of
Securities Dealers, Inc.
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VII.
The Company represents and warrants to each Underwriter that:
(a) the Registration Statement has been declared effective by the
Commission under the Securities Act; no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of
the Company, threatened by the Commission; and the Registration Statement
and Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) comply, or will comply,
as the case may be, in all material respects with the Securities Act and
the Trust Indenture Act of 1939, as amended, and the rules and regulations
of the Commission thereunder (collectively, the "Trust Indenture Act"),
and do not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the date of the
Prospectus and any amendment or supplement thereto, contain any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and
the Prospectus, as amended or supplemented at the Closing Date, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that the foregoing repre sentations and warranties
shall not apply to (i) that part of the Registration Statement which
constitutes the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee, and (ii) statements or
omissions in the Registration Statement or the Prospectus made in reliance
upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Representatives expressly for use therein;
(b) the documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Securities Act
or the Exchange Act, as applicable.
The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls such Underwriter within the meaning of
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either Section 15 of the Securities Act of 1933, as amended, or Section 20 of
the Securities Exchange Act of 1934, as amended, from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any preliminary prospectus or the Prospectus (if used within the
period set forth in paragraph (c) of Article VI hereof and as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except to the extent that such losses, claims, damages
or liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
Company by any Underwriter expressly for use therein; provided, however, that
the foregoing indemnity with respect to preliminary prospectuses shall not
inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) to the extent that any such loss, claim, damage
or liability of such Underwriter or such controlling person results from the
fact that a copy of the Prospectus was not sent or given to any person at or
prior to the written confirmation of the sale of such Offered Securities to
such person. This indemnity agreement will be in addition to any liability that
the Company may otherwise have.
Each Underwriter agrees to indemnify and hold harmless the Company, its
directors, its officers who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to information relating to
such Underwriter furnished in writing by such Underwriter expressly for use in
the Registration Statement, any preliminary prospectus or the Prospectus. The
Company acknowledges that the statements set forth under the heading
"Underwriting" constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in the documents referred to
in the foregoing indemnity and the Underwriters confirm that such statements
are correct.
If any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel,
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but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such indemnified parties. Such firm shall be designated
in writing by the Manager in the case of parties indemnified pursuant to the
second preceding paragraph and by the Company in the case of parties
indemnified pursuant to the first preceding paragraph. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
If the indemnification provided for in this Article VII is unavailable to
an indemnified party under the second or third paragraphs hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the offering of the Offered Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other in connection with
the offering of the Offered Securities shall be deemed to be in the same
proportion as the total net proceeds from the offering of such Offered
Securities (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters in
respect thereof. The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
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The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation or by any other method of allocation which does not take
account of the considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Article VII, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Offered Securities underwritten and distributed to the
public by such Underwriter were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriter's
obligations to contribute pursuant to this Article VII are several, in
proportion to the respective principal amounts of Offered Securities purchased
by each of such Underwriters, and not joint.
The indemnity and contribution agreements contained in this Article VII
and the representations and warranties of the Company in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by any Underwriter or on behalf
of any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its directors or officers or any person controlling the Company
and (iii) acceptance of and payment for any of the Offered Securities.
VIII.
This Agreement shall be subject to termination in the absolute discretion
of the Manager, by notice given to the Company, if prior to the Closing Date
(i) trading in securities generally on the New York Stock Exchange shall have
been suspended or materially limited, (ii) a general moratorium on commercial
banking activities in the State of New York shall have been declared by either
Federal or New York State authorities or (iii) there shall have occurred any
material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude and severity in its effect
on the financial markets of the United States as, in the reasonable judgment of
the Manager, to prevent or materially to impair the marketing, or enforcement
of contracts for sale, of the Offered Securities on the terms and in the manner
contemplated by the Prospectus.
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IX.
If any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities which it or they have agreed to purchase hereunder, and the
aggregate offering price of the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the aggregate offering price of all Offered Securities,
the other Underwriters shall be obligated severally in the proportions which
the aggregate offering price of the Offered Securities set forth opposite their
names in the Underwriting Agreement bear to the aggregate offering price of the
Offered Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Manager may specify, to
purchase the Offered Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase. If any Underwriter or
Underwriters shall fail or refuse to purchase Offered Securities and the
offering price of the Offered Securities with respect to which such default
occurs is more than one-tenth of the offering price of all Offered Securities
and arrangements satisfactory to the Manager and the Company for the purchase
of such Offered Securities are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
X.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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SCHEDULE I
DELAYED DELIVERY CONTRACT
200_
X.X. Xxxxxx Chase & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The undersigned hereby agrees to purchase from X.X. Xxxxxx Xxxxx & Co., a
Delaware corporation (the "Company"), and the Company agrees to sell to the
undersigned [$ principal amount of the Company's [title of issue]
(the "Senior Debt Securities")] [together with] [warrants (the "Warrants") to
[ ],] ([collectively] the "Offered Securities") offered by the
Company's Prospectus dated , 200_ and Prospectus Supplement dated
, 200_, receipt of copies of which is hereby acknowledged, at a
purchase price of % of the principal amount of such securities plus accrued
interest from , 200_ to the delivery date or dates thereof [and]
[amortization of original issue discount from , 200_ to the
delivery date or dates thereof] and on the further terms and conditions set
forth in this contract.
The undersigned does not contemplate selling Offered Securities prior
to making payment there for.
The undersigned will purchase from the Company the principal amounts
of Senior Debt Securities [with Warrants] on the delivery dates set forth blow:
[Plus Accrued
Interest From:]
[Principal [and] [Amortization
Amount] of Original Issue
----------------- ----------------- --------------------
$
----------------- ----------------- ------------------
$
----------------- ----------------- ------------------
$
----------------- ----------------- ------------------
Each such date on which Offered Securities are to be purchased hereunder
is hereinafter referred to as a "Delivery Date".
Payment for the Offered Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made in U.S. dollars or the equivalent
thereof in a foreign denominated coin or currency or units based on or relating
to currencies by bank wire transfer in immediately available funds at the
office of , New York, N.Y., at 10:00 A.M. (New York time) on
the Delivery Date, upon delivery to the undersigned of the Offered Securities
to be purchased by the undersigned on the Delivery Date, in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date. The obligation of the undersigned to
take delivery of and make payment for the Offered Securities on the Delivery
Date shall be subject to the conditions that (1) the purchase of Offered
Securities to be made by the undersigned shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which the undersigned is
subject and (2) the Company shall have sold, and delivery shall have taken
place to the underwriters (the "Underwriters") named in the Prospectus
Supplement referred to above of, such part of the Offered Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith.
Failure to take delivery of and make payment for Offered Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without written consent of the other.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
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Yours very truly,
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(Purchaser)
By
---------------------------------
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(Title)
------------------------------------
------------------------------------
(Address)
Accepted:
X.X. XXXXXX XXXXX & CO.
By
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Title:
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PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name, telephone number and department of the representatives of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
are as follows: (Please print.)
Telephone No.
Name (Including Area Code) Department
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