Exhibit 1.1
[Form of Underwriting Agreement for Debt
Securities incorporating Xxxxxx Xxxxxx,
Inc. Underwriting Agreement Standard
Provisions dated January 31, 2003]
XXXXXX XXXXXX, INC.
UNDERWRITING AGREEMENT
FOR DEBT SECURITIES
____________, 20__
Xxxxxx Xxxxxx, Inc.
Xxx Xxxxx Xxxxxx, Xxxxx 0000
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The underwriter or underwriters named below [, acting through
_____________, as representatives (the "Representatives"),] understand that
Xxxxxx Xxxxxx, Inc., a Kansas corporation (the "Company") proposes to issue and
sell $_________ aggregate principal amount of [Title of Securities] (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 Company hereby agrees 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, the principal amounts of such Purchased Securities set forth below
opposite their names at a purchase price equal to ___% of the principal amount
thereof [plus accrued interest on the Purchased Securities from ___________,
20__ to the date of payment and delivery]:
Name Principal Amount Name Principal Amount
---- ---------------- ---- ----------------
Total: $
[The aggregate principal amount of Purchased Securities to be purchased by
the several Underwriters may be reduced by the aggregate principal amount of
Purchased Securities sold pursuant to delayed delivery contracts with
institutional investors.]*
--------
* To be added only if delayed delivery contracts are contemplated.
The Underwriters will pay for such Purchased Securities (less any Purchased
Securities sold pursuant to delayed delivery contracts) upon delivery thereof at
[state location] at 10:00 a.m. New York time on [state date].
The Purchased Securities shall have the following terms:
Maturity:
Initial Price to Public:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Sinking Fund:
Date referred to in Section 6(1) of the Standard Provisions:
Purchase Price: ___% of the principal amount [plus accrued interest
from 20__ to the date of payment and delivery]
Listing:
[other terms]:
[The commission to be paid to the Underwriters in respect of Purchased
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be an amount equal to ___% of the principal amount thereof.]*
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 Company 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
Company 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, Inc. 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, INC.
By:
Name:
Title:
