EXHIBIT 1.2
[Form of Underwriting Agreement for
Equity Securities incorporating Xxxxxx
Xxxxxx Energy Partners, L.P. Underwriting
Agreement Standard Provisions dated
January 31, 2003]
XXXXXX XXXXXX ENERGY PARTNERS, L.P.
UNDERWRITING AGREEMENT
FOR EQUITY SECURITIES
____________, 20__
Xxxxxx Xxxxxx Energy Partners, L.P.
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The underwriter or underwriters named below [, acting through
_____________, as representatives (the "Representatives"),] understand that
Xxxxxx Xxxxxx Energy Partners, L.P., a Delaware limited partnership (the
"Partnership"), proposes to issue and sell ______ common units, representing
limited partner interests, [and the common unitholders listed on Schedule A
hereto (the "Selling Unitholders") propose severally to sell the number of
common units set forth opposite their respective names on Schedule A hereto,
representing an aggregate of _______ common units of the Partnership] (such ____
common units being hereinafter referred to as the ("Purchased Securities"),
registered on Registration Statement[s] No[s]. _________. Subject to the terms
and conditions set forth herein or incorporated by reference herein and referred
to below, the Partnership [and each Selling Unitholder] hereby agrees [severally
and not jointly] to sell and the underwriter or underwriters named below (such
underwriter or underwriters being herein called the "Underwriters") agree to
purchase, severally and not jointly, at a purchase price equal to $_____ per
common unit, the respective number of Purchased Securities (rounded up or down,
as determined by the [Representatives] [the Underwriters] in their discretion,
in order to avoid fractions) obtained by multiplying the _______ Purchased
Securities [or the number of Purchased Securities set forth opposite the name of
such Selling Unitholder on Schedule A hereto, as the case may be,] by a fraction
the numerator of which is the number of Purchased Securities set forth below and
the denominator of which is _____________.
Number of Purchased Number of Purchased
Name Securities Name Securities
---- ------------------- ---- --------------------
Total:
The Underwriters will pay for such Purchased Securities upon delivery
thereof at [state location] at 10:00 a.m. New York time on [state date].
[In addition, at the option of the Underwriters, the Partnership proposes
to issue and sell to the Underwriters an aggregate of not more than
_____ additional common units [and certain of the Selling Unitholders propose
severally to sell to the Underwriters an aggregate of no more than _______
additional common units] (such _______ additional common units being hereinafter
collectively referred to as the "Optional Securities").*
Upon written notice from the Underwriters given to the Partnership [and the
Selling Unitholders] not more than 30 days subsequent to the Closing Date, the
Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per unit to be paid for the Purchased Securities. Subject to the
foregoing, the Partnership [and each Selling Unitholder] agrees [, severally and
not jointly,] to sell to the Underwriters the respective numbers of Optional
Securities obtained by multiplying the number of common units specified in such
notice by a fraction the numerator of which is ____________ [in the case of the
Partnership and the number of common units set forth opposite the names of each
Selling Unitholder listed on Schedule A hereto under the caption "Number of
Optional Securities" in the case of the Selling Unitholders] and the denominator
of which is ___________________ (subject to adjustment by the Underwriters to
eliminate fractions). Such Optional Securities shall be purchased from the
Partnership [and each Selling Unitholder] for the account of each Underwriter in
the same proportion as the number of Purchased Securities set forth opposite
such Underwriter's name bears to the total number of Purchased Securities
(subject to adjustment by the Underwriters to eliminate fractions) and may be
purchased by the Underwriters only for the purpose of covering overallotments
made in connection with the sale of the Purchased Securities. No Optional
Securities shall be sold or delivered unless the Purchased Securities previously
have been, or simultaneously are, sold and delivered. The right to purchase the
Optional Securities or any portion thereof may be surrendered and terminated at
any time upon notice by the Underwriters to the Partnership [and the Selling
Unitholders]. The Underwriters will pay for such Optional Securities upon
delivery thereof at [state location] at 10:00 a.m. New York time on a date
determined by the Underwriters which may be the Closing Date, but shall not be
later than 7 days after written notice of election to purchase Optional
Securities is given.*
The following provisions shall apply to the Purchased Securities [and the
Optional Securities]:
[Voting Rights]:
[Dividends]:
[Conversion]:
Date referred to in Section 6(1) of the Standard Provisions:
Listing:
[other terms]:
----------
* To be added only if the Underwriters are granted an option to purchase
additional units.
All statements, requests, notices, communications and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
courier service, mail or facsimile transmission to the Underwriters in care of
____________________ at _________________, Attention: _____________________,
Facsimile No. _______________; and if to the Partnership shall be delivered or
sent by mail, telex or facsimile transmission to it at One Xxxxx Center, Suite
1000, 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, Attention: C. Park Shaper, Vice
President, Chief Financial Officer and Treasurer, Facsimile No. 000-000-0000[;
provided, however, that if the foregoing address does not reflect the address of
an individual Underwriter, any notice to that Underwriter pursuant to Section
7(d) hereof shall be delivered or sent by mail, telex or facsimile transmission
to such Underwriter at its address set forth in its Underwriters' Questionnaire,
or telex constituting such Questionnaire, which address will be supplied to the
Partnership upon request to the foregoing address]. Notice given by delivery or
courier service shall be effective upon actual receipt. Notice given by mail
shall be effective upon actual receipt or, if not actually received, the third
business day following deposit with the U.S. Post Office, first-class postage
pre-paid and return receipt requested. Notice given by facsimile transmission
shall be confirmed by appropriate answer back and shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours.
Unless otherwise provided herein, all the provisions contained in the
document entitled Xxxxxx Xxxxxx Energy Partners, L.P. Underwriting Agreement
Standard Provisions dated January 31, 2003, a copy of which was filed as an
exhibit to Registration Statement No. 333-______ or was filed as an Exhibit to
Form 8-K and subsequently incorporated by reference into such Registration
Statement, are hereby incorporated herein by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below and returning the signed copy to
us, and in addition have an authorized officer send us no later than [state date
and time] by wire, telex, facsimile transmission or other written means, the
following message:
"We have entered into the Underwriting Agreement dated [insert date]
relating to the Purchased Securities referred to therein by signing a copy
of the Underwriting Agreement and returning the same or depositing the same
in the mail to you."
Very truly yours,
[Name or names of Underwriter or Underwriters]
OR
[Name of Representative]
By:
Name:
Title:
[Acting severally on behalf of [itself] [themselves]
and the several Underwriters named above]
Accepted:
XXXXXX XXXXXX ENERGY PARTNERS, L.P.
By: Kinder Xxxxxx X.X., Inc.
its general partner
By: Xxxxxx Xxxxxx Management, LLC,
its delegate
By:
Name:
Title:
[Name of each Selling Unitholder]
[By:
Name:
Title:]
