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EXHIBIT 1.1
ILLINOIS TOOL WORKS INC.
UNDERWRITING AGREEMENT
DEBT SECURITIES
To the Representatives named in the attached Schedule I
of the Underwriters named in the attached Schedule II
Ladies and Gentlemen:
1. INTRODUCTORY. Illinois Tool Works Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the underwriters named in Schedule II
(the "Underwriters"), for whom you are acting as representatives (the
"Representatives", which term may refer to a single Representative if so
indicated on Schedule I), the principal amount of its debt securities identified
in Schedule I (the "Securities"), to be issued under an Indenture dated as of
November 1, 1986, as supplemented by a First Supplemental Indenture dated as of
May 1, 1990 (the "Indenture") between the Company and Xxxxxx Trust and Savings
Bank, as successor trustee (the "Trustee"). (If the firms listed in Schedule II
include only the firms listed in Schedule I, then the terms "Underwriters" and
"Representatives," as used herein, shall each be deemed to refer to such firms.)
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each of the Underwriters that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
under the Securities Act of 1933, as amended (the "Securities Act")
(File No. 333- ), for the registration under the Securities Act of the
Securities. Such registration statement meets the requirements set
forth in Rule 415(a)(1)(x) under the Securities Act and comforms in all
other material respects with the applicable rules and regulations of
the Commission. The Company proposes to file with the Commission
pursuant to Rule 424(b)(2) or (b)(5) under the Securities Act either
(a) a supplement to the form of prospectus included in the registration
statement relating to the Securities and the plan of distribution
thereof or (b), if the Company elects to rely on Rule 434 under the
Securities Act, a Term Sheet (as such term is hereinafter defined)
relating to the Securities that will contain such information as is
required or permitted by Rules 434 and 424(b) under the Securities Act.
Such registration statement has become effective, no stop order
suspending its effectiveness is
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in effect and no proceedings for such purpose are pending or, to the
knowledge of the Company, threatened by the Commission. The
registration statement, including the exhibits thereto, is hereinafter
called the "Registration Statement;" the prospectus in the form in
which it appears in the registration statement is hereinafter called
the "Basic Prospectus;" and such supplemented form of prospectus, (i)
in the form in which it is filed with the Commission pursuant to Rule
424(b)(2) or (b)(5) (including the Basic Prospectus as so supplemented)
or (ii), if the Company elects to rely on Rule 434 under the Securities
Act, in the form of the Term Sheet as first filed with the Commission
pursuant to Rule 424(b)(7) (together with the Basic Prospectus), is
hereinafter called the "Final Prospectus." Any preliminary form of the
Final Prospectus that has heretofore been filed pursuant to Rule 424(b)
is hereinafter called the "Preliminary Final Prospectus." Any
abbreviated term sheet that satisfies the requirements of Rule 434
under the Securities Act is hereinafter called the "Term Sheet." Any
reference herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 that were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or
before the date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
as the case may be; and any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this Agreement, or
the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be, and deemed to
be incorporated therein by reference. As used herein, "Incorporated
Documents" means the documents that at the time are incorporated by
reference in the Registration Statement , the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus.
(b) When the Final Prospectus is first filed pursuant to Rule
424(b) under the Securities Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration Statement
becomes effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to the
Final Prospectus is filed with the Commission and at the Closing Date,
(i) the Registration Statement, as amended as of any such time, the
Final Prospectus, as amended or supplemented as of any such time, and
the Indenture will conform in all material respects with the applicable
requirements of the Securities Act, the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the Exchange Act and the
respective rules and regulations thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided, however, that the
Company makes no representations or warranties as to (i) that part of
the Registration Statement that constitutes the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of the Trustee,
(ii) information, if any, contained in the Registration Statement or
Final Prospectus relating to the
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Depository Trust Company ("DTC") and its book-entry system, or (iii)
the information contained in or omitted from the Registration Statement
or the Final Prospectus or any amendment thereof or supplement thereto
in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation
of the Registration Statement and the Final Prospectus.
(c) The financial statements, together with the related notes
and schedules thereto, of the Company and its consolidated subsidiaries
included in the Registration Statement and the Final Prospectus fairly
present the financial condition of the Company and its consolidated
subsidiaries as of the dates indicated and the results of operations
and cash flows for the periods therein specified; and such financial
statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the
periods involved, except as otherwise stated therein. As used herein,
"consolidated subsidiaries" means each subsidiary of the Company that
is included in the consolidated financial statements of the Company
contained in its annual report to stockholders for 1997 in accordance
with the consolidation policies set forth therein or which would have
been so included if it had been a subsidiary of the Company as of the
date of such consolidated financial statements, and each other
subsidiary of the Company which is included in consolidated financial
statements of the Company prepared from time to time thereafter.
(d) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Final Prospectus and
prior to the Closing Date, except as set forth or contemplated in the
Final Prospectus, (i) neither the Company nor any of its consolidated
subsidiaries has entered into any transaction not in the ordinary
course of business that is material to the Company and its consolidated
subsidiaries, considered as a whole, (ii) there has been no material
adverse change in the properties, business, financial condition or
results of operations of the Company and its consolidated subsidiaries,
considered as a whole, and (iii) no legal or governmental proceeding
that has materially affected the Company or any of its consolidated
subsidiaries, considered as a whole, or the transactions contemplated
by this Agreement, has been or will have been instituted or threatened.
(e) The Company and each of its consolidated subsidiaries has
been duly incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation, with
corporate power and authority to own or lease its properties and
conduct its business as currently conducted. The Company each of its
consolidated subsidiaries is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which the nature of its
business or its ownership or leasing of property requires such
qualification, other than those jurisdictions as to which the failure
to be so qualified or in good standing would not, individually or in
the aggregate, reasonably be expected to have a material adverse effect
on the financial condition of the Company and its consolidated
subsidiaries considered as a whole ("Material Adverse Effect").
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(f) The consummation of the transactions herein contemplated
and the fulfillment of the terms hereof will not result in a breach of
any of the terms and provisions of, or constitute a default under, (i)
the Restated Certificate of Incorporation or By-Laws of the Company as
presently in effect, (ii) any material indenture, mortgage contract or
other agreement to which the Company or any of its consolidated
subsidiaries is a party or (iii) any rule, order statute, law or
regulation applicable to the Company or any of its consolidated
subsidiaries, except, with respect to clauses (ii) and (iii) for
breaches and defaults that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(g) The Securities have been duly and validly authorized and,
when issued, authenticated and delivered against payment therefor in
accordance with the terms of the Indenture and this Agreement, will
constitute valid and legally binding obligations of the Company
entitled to the benefits of the Indenture, except as enforcement
thereof may be limited by applicable bankruptcy, insolvency, moratorium
and other laws affecting the enforceability of creditors' rights and
general principles of equity, and will conform to the description
thereof contained in the Final Prospectus. The Indenture has been duly
authorized, executed and delivered by the Company and is be a valid and
binding agreement, enforceable against the Company in accordance with
its terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, moratorium and other laws affecting the
enforceability of creditors' rights and general principles of equity.
The Indenture is duly qualified under the Trust Indenture Act and
conforms to the description thereof contained in the Final Prospectus.
(h) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court is required
to be obtained or made by the Company for the consummation of the
transactions contemplated by this Agreement in connection with the sale
of the Securities, except such as may be required under the Securities
Act or under state securities or blue sky laws.
(i) This Agreement has been duly authorized, validly executed
and delivered by the Company.
(j) The Company and its consolidated subsidiaries possess
adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now
operated by them and have not received any notice of proceedings
relating to the revocation or modification of any such certificates,
authorities or permits that, if determined adversely to the Company or
such subsidiaries, individually or in the aggregate, would have a
Material Adverse Effect.
(k) Except as disclosed in the Registration Statement and the
Final Prospectus, neither the Company nor any of its consolidated
subsidiaries is in violation of any statute, any rule, regulation,
decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of
hazardous or toxic substances or relating to the protection or
restoration of the environment or human
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exposure to hazardous or toxic substances (collectively, "environmental
laws"), owns or operates any real property contaminated with any
substance that is subject to any environmental laws, is liable for any
off-site disposal or contamination pursuant to any environmental laws,
or is subject to any claim relating to any environmental laws, which
violation, contamination, liability or claim, individually or in the
aggregate, would have a Material Adverse Effect.
(l) Except as disclosed in the Registration Statement and the
Final Prospectus, there are no pending actions, suits or proceedings
against or affecting the Company, any of its consolidated subsidiaries
or any of their respective properties that, if determined adversely to
the Company or such subsidiaries, individually or in the aggregate,
would have a Material Adverse Effect, or would have a material adverse
effect on the ability of the Company to perform its obligations under
this Agreement.
(m) The Company is not and, after giving effect to the
offering and sale of the Securities, will not be an "investment
company" as defined in the Investment Company Act of 1940.
(n) The Incorporated Documents heretofore filed, when they
were filed (or, if any amendment with respect to any such document was
filed, when such amendment was filed), conformed in all material
respects with the requirements of the Exchange Act and the rules and
regulations thereunder, any further Incorporated Documents so filed
will, when they are filed, conform in all material respects with the
requirements of the Exchange Act and the rules and regulations
thereunder; no such document when it was filed (or, if an amendment
with respect to any such document was filed, when such amendment was
filed), contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in
order to make the untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and no such
further document, when it is filed, will contain an untrue statement of
a material fact or will omit to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading.
(o) Except as otherwise set forth in the Registration
Statement and the Final Prospectus, all of the outstanding shares of
capital stock of, or other ownership interests in, each of the
Company's consolidated subsidiaries have been duly authorized and
validly issued and are fully paid and non-assessable and are owned by
the Company, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature, except for instances
that, individually and in the aggregate, do not have a Material Adverse
Effect.
(p) Neither the Company nor any of its consolidated
subsidiaries is in violation of its respective charter or by-laws or in
default in the performance of any obligation, agreement or condition
contained in any material bond, debenture, note or any other evidence
of material indebtedness or in any other agreement, indenture or
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instrument material to the conduct of the business of the Company and
its consolidated subsidiaries, taken as a whole, to which the Company
or any of its consolidated subsidiaries is a party or by which it or
any of its consolidated subsidiaries or their respective property is
bound, other than violations and defaults that do not have a Material
Adverse Effect.
3. SALE, PURCHASE AND DELIVERY OF SECURITIES. On the basis of the
representations and warranties herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to sell to the Underwriters,
severally and not jointly, and each Underwriter, severally and not jointly
(unless otherwise indicated on Schedule I), agrees to purchase from the Company,
at the purchase price set forth in Schedule I, the principal amount of the
Securities set forth opposite such Underwriter's name in Schedule II, except
that, if Schedule I provides for the sale of Securities pursuant to delayed
delivery arrangements, the respective principal amounts of Securities to be
purchased by the Underwriters shall be as set forth in Schedule II, less the
respective amounts of Contract Securities determined as provided below.
Securities to be purchased by the Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased pursuant to Delayed
Delivery Contracts as hereinafter provided are herein called "Contract
Securities."
If so provided in Schedule I, the Underwriters are authorized to
solicit offers to purchase Securities from the Company pursuant to delayed
delivery contracts ("Delayed Delivery Contracts"), substantially in the form of
Schedule III, but with such changes therein as the Company may authorize or
approve. The Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the Representatives, for the
account of the Underwriters, on the Closing Date, the percentage set forth in
Schedule I of the principal amount of the Securities for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable institutions. The
Company will make Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been approved by the
Company but, except as the Company may otherwise agree, each such Delayed
Delivery Contract must be for not less than the minimum principal amount set
forth in Schedule I and the aggregate principal amount of Contract Securities
may not exceed the maximum aggregate principal amount set forth in Schedule I.
The Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The principal amount of Securities to
be purchased by each Underwriter as set forth in Schedule II shall be reduced by
an amount which bears the same proportion to the total principal amount of
Contract Securities as the principal amount of Securities set forth opposite the
name of such Underwriter bears to the aggregate principal amount set forth in
Schedule II, except to the extent that you determine that such reduction shall
be otherwise than in such proportion and so advise the Company in writing;
provided, however, that the total principal amount of Securities to be purchased
by all Underwriters shall be the aggregate principal amount set forth in
Schedule II, less the aggregate principal amount of Contract Securities.
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Delivery of and payment for the Underwriters' Securities will be made
at the office, on the date and at the time specified in Schedule I, which date
and time may be postponed by agreement between the Representatives and the
Company or as provided in Section 9 (such date and time of delivery and payment
for the Underwriters' Securities being herein called the "Closing Date").
Delivery of the Underwriters' Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase price thereof
to or upon the order of the Company in Federal (same day) funds, or, if so
indicated on Schedule I , in New York Clearinghouse (same day) funds.
Certificates for the Underwriters' Securities shall be registered in such names
and in such denominations as the Representatives may request not less than two
full business days in advance of the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection, checking and packaging by the Representatives in New York, New York,
not later than 1:00 PM on the business day prior to the Closing Date.
If so provided in Schedule I, Underwriters' Securities will be
represented by one or more definitive global Securities in book-entry form that
will be deposited by or on behalf of the Company with DTC or DTC's designated
custodian. In such case, (a) delivery of the Underwriters' Securities will be
made to the Representatives for the respective accounts of the several
Underwriters by causing DTC to credit the Underwriters' Securities to the
account of the Representatives at DTC, and (b) the Company will cause the
certificates representing the Underwriters' Securities to be made available to
the Representatives for inspection not later than 1:00 p.m., New York City time,
on the business day prior to the Closing Date at the office of DTC or its
designated custodian.
4. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment to the Registration
Statement or supplement (including the Final Prospectus) to the Basic
Prospectus unless the Company has furnished you a copy for your review
prior to filing, and the Company will not file any such proposed
amendment or supplement to which you reasonably object. Subject to the
foregoing sentence, the Company will cause the Final Prospectus to be
timely filed with the Commission pursuant to Rule 424 or Rule 434 under
the Securities Act. The Company will promptly advise the
Representatives (i) when the Final Prospectus has been filed with the
Commission pursuant to Rule 424 or Rule 434 under the Securities Act,
(ii) when any amendment to the Registration Statement relating to the
Securities has become effective, (iii) of any request by the Commission
for any amendment of the Registration Statement or amendment of or
supplement to the Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement use of the Final Prospectus
or the institution or threatening of any proceeding for such purpose
and (v) of the receipt by the Company of any notification relating to
the suspension of the qualification of the Securities for sale in any
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jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) The Company will prepare and file with the Commission,
promptly upon the request of the Representatives, any amendments or
supplements to the Registration Statement or Final Prospectus that, in
the opinion of counsel for the Underwriters, may be necessary to enable
the several Underwriters to continue the sale of the Securities, and
the Company will use its best efforts to cause any such amendments to
become effective and any such supplements to be filed with the
Commission and approved for use by the Underwriters as promptly as
possible. If at any time when a prospectus relating to the Securities
is required to be delivered under the Securities Act, any event
relating to or affecting the Company occurs as a result of which the
Final Prospectus as then amended or supplemented would include an
untrue statement of a material fact, or omit to state any material fact
necessary to make the statement therein not misleading, or if it is
necessary at any time to amend or supplement the Final Prospectus to
comply with the Securities Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare and file with the
Commission, subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement that will correct such statement
or omission or that will effect such compliance. For purposes of this
paragraph (b), the Company will furnish such information with respect
to itself as the Representatives may from time to time reasonably
request.
(c) As soon as practicable, but not later than 90 days after
the end of the 12-month period beginning at the end of the current
fiscal quarter of the Company, the Company will make generally
available to its security holders and you an earnings statement
covering a period of at least twelve months beginning not earlier than
said effective date that shall satisfy the provisions of Section 11(a)
of the Securities Act.
(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the
Registration Statement (including exhibits thereto and documents
incorporated by reference therein) and each amendment thereto that
shall become effective on or prior to the Closing Date and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by
the Securities Act, as many copies of any Preliminary Final Prospectus
and the Final Prospectus and any amendments thereof and supplements
thereto as the Representatives may reasonably request. The Company will
pay the expenses of printing all documents relating to the offering.
(e) The Company will furnish such information and execute such
instruments as may be required to qualify the Securities for sale under
the securities or blue sky laws of such jurisdictions within the United
States as you designate, will continue such qualifications in effect so
long as required for distribution and will arrange for the
determination of the legality of the Securities for purchase by
institutional investors. The Company shall not be required to register
or qualify as a foreign corporation or, except as
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to matters and transactions relating to the offer and sale of the
Securities, consent to service of process in any jurisdiction.
(f) The Company will pay all costs and expenses in connection
with the transactions herein contemplated, including the fees and
disbursements of its counsel; the fees, costs and expenses of
preparing, printing and delivering the Indenture and the Securities;
the fees, costs and expenses of the Trustee; accounting fees and
disbursements; the costs and expenses in connection with the
qualification or exemption of the Securities under state securities or
blue sky laws, including filing fees and reasonable fees and
disbursements of counsel for the Underwriters in connection therewith
and in connection with any Blue Sky Memoranda; the costs and expenses
in connection with the preparation, printing and filing of the
Registration Statement (including exhibits thereto) and the Basic,
Preliminary Final and Final Prospectus, the preparation and copying of
this Agreement and the furnishing to the Underwriters of such copies of
each prospectus as the Underwriters may reasonably require; and the
fees of rating agencies. It is understood, however, that, except as
provided in this Section and in Sections 7 and 8, the Underwriters will
pay all of their own costs and expenses, including the fees of their
counsel and any advertising expenses connected with any offers they may
make.
(g) Until the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer or
sell, or announce the offering of, any debt securities covered by the
Registration Statement or any other registration statement filed under
the Securities Act.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Securities
are subject to the condition that the representations and warranties on the part
of the Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to the
Closing Date (including the filing of any document incorporated by reference
therein) and as of the Closing Date are true and correct in all material
respects, to the accuracy of the written statements of Company officers made
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder to be performed on or prior to the Closing Date and to the
following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or shall be pending, or, to the knowledge of the Company, shall be
contemplated by the Commission.
(b) No event, nor any material adverse change in the Company's
condition (financial or otherwise) or results of operations shall have
occurred, nor shall any event exist, that makes untrue or incorrect any
material statement or information contained in the Registration
Statement or the Final Prospectus or that is not reflected in the
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Registration Statement or the Final Prospectus, but should be reflected
therein in order to make the statements or information contained
therein not misleading.
(c) You shall have received at the Closing Date (or prior
thereto as indicated) the following:
(i) An opinion from Xxxxxxx X. Xxxxxx, Senior Vice
President, General Counsel and Secretary, or an Associate
General Counsel of the Company, dated the Closing Date, to the
effect that:
(a) The Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the State of Delaware with
corporate power and authority to own or lease its
properties and conduct its business as described in
the Final Prospectus.
(b) The Indenture has been duly authorized,
executed and delivered by the Company and the
Trustee, is duly qualified under the Trust Indenture
Act, and is a valid and legally binding obligation of
the Company enforceable in accordance with its terms,
except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, moratorium and
other laws affecting the enforceability of creditors'
rights and general principles of equity.
(c) The Securities have been duly and
validly authorized by all necessary corporate action
and, when duly executed on behalf of the Company,
authenticated by the Trustee or the Trustee's
authenticating agent, and delivered to the several
Underwriters against payment therefor in accordance
with the provisions of this Agreement, in the case of
the Underwriters' Securities, or to the purchasers
thereof pursuant to Delayed Delivery Contracts, in
the case of Contract Securities, will constitute
legal, valid and binding obligations of the Company
enforceable in accordance with their terms and
entitled to all the benefits of the Indenture, except
as enforcement thereof may be limited by applicable
bankruptcy, insolvency, moratorium and other laws
affecting the enforceability of creditors' rights and
general principles of equity.
(d) The Indenture and the Securities conform
to the descriptions thereof in the Final Prospectus,
and the statements concerning them accurately set
forth the provisions thereof required to be set forth
in the Final Prospectus.
(e) This Agreement and any Delayed Delivery
Contracts have been validly authorized, executed and
delivered on behalf of the Company.
(f) The Registration Statement and any
amendments thereto have become effective under the
Securities Act, and, to the best of the
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knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement, as
amended, has been issued and no proceedings for that
purpose have been instituted or are pending or
contemplated under the Securities Act, and (1) the
Registration Statement, the Final Prospectus, and
each amendment thereof or supplement thereto (except
for the financial statements and other financial data
included therein, as to which such counsel need
express no opinion) comply as to form in all material
respects with the requirements of the Securities Act
and the Exchange Act and the respective rules
thereunder; (2) such counsel has no reason to believe
that, as of its effective date, the Registration
Statement or any such amendment (except for the
financial statements and other financial data
included therein, as to which such counsel need
express no opinion) contained an untrue statement of
a material fact or omitted to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading or that the
Final Prospectus as amended or supplemented as of its
issued date (except for the financial statements and
other financial data included therein, as to which
such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to
state a material fact required to be stated therein
or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading or that, as of the Closing Date, either
the Registration Statement or the Final Prospectus as
amended or supplemented (except for the financial
statements and other financial data included therein,
as to which such counsel need express no opinion)
contains an untrue statement of a material fact or
omits to state a material fact necessary to make the
statements therein, in light of the circumstances
under which they were made, not misleading; (3) the
descriptions in the Registration Statement and Final
Prospectus of statutes, legal and governmental
proceedings and contracts and other documents are
accurate and fairly present the information required
to be shown; and (4) such counsel does not know of
any legal or governmental proceedings required to be
described in the Final Prospectus that are not
described as required, or of any contracts or
documents of a character required to be described in
the Registration Statement or Final Prospectus or to
be filed as exhibits to the Registration Statement
that are not described and filed as required.
(g) The consummation of the transactions
herein contemplated and the fulfillment of the terms
hereof or of any Delayed Delivery Contracts will not
result in a breach of any of the terms and provisions
of, or constitute a default under, any material
indenture, mortgage, deed of trust or other agreement
or instrument to which, to the knowledge of such
counsel, the Company is a party, or the Restated
Certificate of Incorporation or By-Laws of the
Company as presently in effect or, to the knowledge
of such counsel, any order, rule or regulation
applicable to the Company of any court or of any
federal or state regulatory body or
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administrative agency or other governmental body
having jurisdiction over the Company or its
properties.
(h) No authorization, approval, consent,
order, filing or other action of any governmental
authority or agency is required in connection with
the sale of the Securities as contemplated by this
Agreement or in any Delayed Delivery Contracts except
such as may be required under the Securities Act or
under state securities or blue sky laws.
With respect to the matters set forth in paragraph (f)(2),
such counsel may state that his belief is based upon his
participation in the preparation of the Registration Statement
and the Final Prospectus and any amendments and supplements
thereto and upon review and discussion of the contents
thereof, but, except for the statements in the Registration
Statement and the Final Prospectus referred to in paragraph
(f)(3), is without independent check or verification except as
otherwise specified.
(ii) An opinion of Xxxxxxx, Carton & Xxxxxxx, counsel
for the Company, dated the Closing Date, covering the matters
in paragraphs (b), (c), (d), (e), (f)(1), (f)(2), (f)(3)
(other than as to legal and governmental proceedings and
contracts and other documents), (g) and (h), provided that as
to the matters set forth in paragraph (f)(2) of Section 5(c)
(i), such counsel may state that their belief is based upon
their participation in the preparation of the Registration
Statement and the Final Prospectus and any amendments and
supplements thereto (but not the documents incorporated by
reference therein) and upon review and discussion of the
contents thereof (including the documents incorporated by
reference therein), but, except for the statements in the
Registration Statement and the Final Prospectus referred to in
paragraph (f)(3) (but only as to statutes), is without
independent check or verification except as otherwise
specified.
(iii) Such opinion or opinions of counsel for the
Underwriters, dated the Closing Date, as to the sufficiency of
all corporate proceedings and other legal matters relating to
this Agreement, any Delayed Delivery Contracts, the validity
of the Securities, the Registration Statement, the Final
Prospectus and other related matters as you may reasonably
request. The Company shall have furnished to such counsel such
documents as they may reasonably request for the purpose of
opinions. In connection with such opinions, such counsel may
rely on representations or certificates of officers of the
Company.
(iv) A certificate of the President or a Vice
President, and the Chief Financial Officer of the Company or
its Treasurer, dated the Closing Date, to the effect that:
(a) The representations and warranties of
the Company in Section 2 of this Agreement are true
and correct as of the Closing Date,
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and the Company has complied with all the agreements
and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing
Date.
(b) No stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the
respective signers of the certificate, are
contemplated under the Securities Act.
(c) The signers of the certificate have
carefully examined the Registration Statement and the
Final Prospectus; neither the Registration Statement,
the Final Prospectus nor any amendment or supplement
thereto includes, as of the Closing Date, any untrue
statement of a material fact or omits, as of the
Closing Date, to state any material fact required to
be stated therein or necessary to make the statements
therein not misleading; since the latest respective
dates as of which information is given in the
Registration Statement, there has been no material
adverse change in the condition (financial or
otherwise), business or results of operations of the
Company and its consolidated subsidiaries, considered
as a whole, except as set forth in or contemplated by
the Final Prospectus; and since the effective date of
the Registration Statement, as amended, no event has
occurred which is required to be set forth in the
Final Prospectus which has not been so set forth.
(v) Letters from Xxxxxx Xxxxxxxx LLP, dated the date
hereof (and delivered prior to the execution and delivery of
this Agreement) and the Closing Date, addressed to you
substantially in the form heretofore approved by you.
(d) Prior to the Closing Date, the Company shall have
furnished to you such further certificates and documents as you may
reasonably request.
(e) The Company shall have accepted Delayed Delivery Contracts
in any case where sales of Contract Securities arranged by the
Underwriters have been approved by the Company.
If any condition of the Underwriters' obligations required to be satisfied prior
to the Closing Date is not so satisfied, this Agreement may be terminated by you
by notice in writing or by facsimile transmission to the Company.
In rendering the opinions described in Sections 5(d)(i), (ii) and (iii), counsel
for the Company, and counsel for the Underwriters may, as to matters involving
the laws of any state other than Illinois, rely upon the opinion or opinions of
local counsel satisfactory to you, but in such case a signed copy of each such
opinion shall be furnished to you.
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All such opinions (including opinions, if any, of local counsel), certificates,
letters and documents will be in compliance with the provisions hereof only if
they are in all material respects satisfactory to you and to counsel for the
Underwriters, as to which both you and such counsel shall act reasonably. The
Company will furnish you with such conformed copies of such opinions,
certificates, letters and documents as you request.
You, on behalf of the Underwriters, may waive in writing the compliance by the
Company with any one or more of the foregoing conditions or extend the time for
their performance.
6. TERMINATION OF AGREEMENT. This Agreement may be terminated by you on
behalf of the Underwriters by notice in writing delivered to the Company prior
to the Closing Date if prior to such time (i) trading in the Company's common
stock shall have been suspended by the Commission on the New York Stock Exchange
or trading in securities generally on the New York Stock Exchange shall have
been suspended or materially limited, in either case to such a degree as would
in your judgment materially adversely affect the market for the Securities; (ii)
a general moratorium on commercial banking activities in the State of New York
or the United States shall have been declared by Federal authorities; or (iii)
there has occurred any material outbreak, or material escalation, of hostilities
involving the United States or other national or international calamity or
crisis, of such magnitude and severity in its effect on the financial markets of
the United States, in your reasonable judgment, as to prevent or materially
impair the marketing, or enforcement of contracts for sale, of the Securities.
If this Agreement is terminated by you because of any failure on the part of the
Company to comply with any of the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company is unable to perform its
obligations under this Agreement, the Company shall pay, in addition to the
costs and expenses referred to in Section 4(g), all reasonable out-of-pocket
expenses incurred by the Underwriters in contemplation of the performance by
them of their obligations hereunder, including the reasonable fees and
disbursements of counsel for the Underwriters, the Underwriters' reasonable
printing and travel expenses, and postage and telephone charges relating
directly to the offering contemplated by the Final Prospectus, and also
including advertising expenses incurred after the effective date of the
Registration Statement, it being understood that such out-of-pocket expenses
shall not include any compensation, salaries or wages of the officers, partners
or employees of any of the Underwriters.
The Company shall not in any event be liable to the several Underwriters for
damages on account of loss of anticipated profits arising out of the
transactions contemplated by this Agreement.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter or such controlling person may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement or any amendment thereof, the Basic Prospectus, any
Preliminary Final
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Prospectus or the Final Prospectus, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter and each
such controlling person for any legal or other expenses reasonably incurred by
such Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives
specifically for use in the preparation thereof; and provided, further, that the
foregoing indemnification with respect to the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased the Securities, if
such Underwriter failed to send or give copies of the Final Prospectus, as
amended or supplemented, excluding documents incorporated therein by reference,
to such person at or prior to the written confirmation of the sale of such
Securities to such person in any case where such delivery is required by the
Securities Act and the untrue statement or omission of a material fact contained
in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the
Final Prospectus (or the Final Prospectus as amended or supplemented). This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each person, if any, who controls the Company
either within the meaning of the Securities Act or the Exchange Act,
each of its directors and each of its officers who has signed the
Registration Statement, against any losses, claims, damages or
liabilities to which the Company, any such controlling person or any
such director or officer may become subject, under the Securities Act,
the Exchange Act, or otherwise, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference
to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through you specifically
for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the
cover page of the Final Prospectus and under the heading "Underwriting"
or "Plan of Distribution" and, if Schedule I provides for sale of
Securities pursuant to delayed delivery arrangements, in the last
sentence under the heading "Delayed Delivery Arrangements" in the Final
Prospectus constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the Final
Prospectus, and you confirm that such statements are correct. This
indemnity agreement will be in addition to any liability which each
such Underwriter may otherwise have.
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(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section. In
case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the
extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or in addition to those
available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt by such
indemnified party of notice from the indemnifying party of its election
so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
such counsel in connection with the assumption of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Representatives of the Underwriters in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) or (b), as
the case may be, who are parties to such action), (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at
the expense of the indemnifying party; provided, further, that, with
respect to legal and other expenses incurred by an indemnified party
for which an indemnifying party shall be liable hereunder, all such
legal fees and expenses shall be reimbursed by the indemnifying party
as they are incurred.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) of this Section 8 is due in accordance with its terms but is for
any reason held by a court to be unavailable from the Company on
grounds of policy or otherwise, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection
with investigating or defending same) to which the Company and one or
more of the Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of such
discount and the
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purchase price of the Securities set forth in Schedule I and the
Company is responsible for the balance; provided, however, that (i) in
no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting
discount applicable to the Securities purchased by such Underwriter
hereunder and (ii) 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. For purposes of this Section 8, each
person who controls an Underwriter within the meaning of the Securities
Act shall have the same rights to contribution as such Underwriter, and
each person who controls the Company within the meaning of either the
Securities Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company,
subject in each case to clause (i) of this paragraph (d). Any party
entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another
party or parties under this paragraph (d), notify such party or parties
from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may
have hereunder or otherwise than under this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If the Underwriters' obligations to
purchase Securities pursuant to Section 3 are several and not joint and if any
one or more Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or Underwriters hereunder
and such failure to purchase shall constitute a default in the performance of
its or their obligations under this Agreement and unless otherwise provided in
Schedule I, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II bear to the aggregate amount of
Securities set opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule II, the remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
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9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The respective
indemnities, agreements, representations and warranties of the Company and the
several Underwriters, set forth in or made pursuant to this Agreement, will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter, the Company or any of its officers or directors or
any controlling person, and will survive delivery of and payment for the
Securities. The provisions of Sections 7 and 8 shall survive the termination or
cancellation of this Agreement.
10. NOTICES. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or sent by facsimile transmission and confirmed to them, at the
address specified in Schedule I ; or, if sent to the Company, will be mailed,
delivered or sent by facsimile transmission and confirmed to the Company at 0000
Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Treasurer.
11. SUCCESSORS; GOVERNING LAW. This Agreement will inure to the benefit
of and be binding upon the parties hereto and the officers and directors and
controlling persons referred to in Section 8 and their respective successors,
assigns, heirs, executors and administrators, and no other persons will have any
right or obligation hereunder. The terms "successors" and "assigns" as used
herein shall not include a purchaser as such from any Underwriter. This
Agreement shall be governed by and construed and enforced in accordance with,
the internal laws of the State of Illinois.
12. BUSINESS DAY. For purposes of this Agreement, "business day" means
any day on which the New York Stock Exchange is open for trading.
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If the foregoing is in accordance with your understanding of our
agreement, sign and return to us the enclosed duplicate hereof, whereupon it
will become a binding agreement between the Company and the several Underwriters
in accordance with its terms.
Very truly yours,
ILLINOIS TOOL WORKS INC.
By:
---------------------------
The foregoing Underwriting Agreement
is confirmed and accepted by us in
Chicago, Illinois, acting on
behalf of ourselves, the other
Representatives (if any), and the
several Underwriters (if any)
named in the annexed Schedule II,
as of the date first above
written.
[NAME OF REPRESENTATIVE]
By:
--------------------------------
Date:
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SCHEDULE I
UNDERWRITING AGREEMENT DATED
REGISTRATION STATEMENT NO.
REPRESENTATIVES:
TITLE, PURCHASE PRICE AND DESCRIPTION OF SECURITIES:
Title:
Aggregate Principal Amount:
Price to Public:
Purchase Price by Underwriter
(include accrued interest
or amortization if applicable):
Maturity:
Interest Rate:
Interest Payment Dates:
Regular Record Dates:
Redemption Provisions:
Sinking Fund Provisions:
Other Provisions:
SALE AND DELIVERY PROVISIONS UNDER SECTION 3:
Obligation to Purchase is: several and not joint [_]
several and not joint;
provided, however that,
notwithstanding the provisions
of Section 9 of the
Underwriting Agreement, the
Representative(s) listed above
will, subject to the terms and
conditions hereof, purchase or
cause to be
21
Underwriter or Underwriters
have agreed but failed
purchased any Securities which
any defaulting or refused to
purchase pursuant to Section 3
hereof [_]
joint and several [_]
Payment to Be Made in: New York Clearinghouse (same day)
funds [_] or Federal (same day)
funds [_]
Delivery of Securities: Physical delivery to Underwriters
through Representatives [_]
or delivery to Underwriters
through facilities of DTC by
delivery to DTC of one or more
definitive global securities in
book-entry form [_]
CLOSING DATE, TIME AND LOCATION:
[Delayed Delivery Arrangements:
Payment to Be Made in: New York Clearinghouse (same day)
funds [_] or Federal (same day)
funds [_]
Fee:
Minimum principal amount of each contract:
Maximum aggregate principal amount of all contracts:]
ADDRESS FOR NOTICE TO REPRESENTATIVES:
2
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SCHEDULE II
UNDERWRITERS PRINCIPAL AMOUNT
------------ ----------------
$
---------------
Total $
===============
23
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
[Insert name and address of lead Representative]
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Illinois Tool Works Inc.
(the "Company"), and the Company agrees to sell to the undersigned, on [ ],
19 , (the "Delivery Date"), $[ ] principal amount of the Company's [ ]
(the "Securities") offered by the Company's Final Prospectus dated [ ], 19 ,
receipt of a copy of which is acknowledged, at a purchase price of [ ]% of the
principal amount thereof, plus accrued interest, if any, thereon from [ ], 19 ,
to the date of payment and delivery, and on the further terms and conditions set
forth in this contract.
Payment for the Securities to be purchased by the undersigned shall be
made on or before 11:00 AM on the Delivery Date to or upon the order of the
Company in New York Clearinghouse (same day) funds or Federal (same day) funds,
as specified in Schedule I to the Underwriting Agreement referred to in the
Final Prospectus mentioned above, at your office or at such other place as shall
be agreed between the Company and the undersigned upon delivery to the
undersigned of the Securities in definitive fully registered form and in such
authorized denominations and registered in such names as the undersigned may
request by written communication addressed to the Company not less than five
full business days prior to the Delivery Date. If no request is received, the
Securities will be registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of Securities to be
purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date, and the obligation of the Company to sell
and deliver Securities on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of the failure thereof)
that (i) the purchase of Securities to be made by the undersigned, which
purchase the undersigned represents is not prohibited on the date hereof, shall
not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject, and (ii) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the "Underwriters") such
principal amount of the Securities as is to be sold to them pursuant to the
Underwriting Agreement referred to in the Final Prospectus mentioned above.
Promptly after completion of such sale 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. The obligation of the
undersigned to take delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and delivered,
shall not be affected
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by the failure of any purchaser to take delivery of and make payment for the
Securities pursuant to other contracts similar to 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 the written consent of the other.
It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first served basis. If this contract is
acceptable to the Company, it is required 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
between the Company and the undersigned, as of the date first above written,
when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed and enforced in
accordance with, the internal laws of the State of Illinois.
Very truly yours,
(Name of Purchaser)
By
-----------------------------------
(Signature and Title of Officer)
(Address)
Accepted:
ILLINOIS TOOL WORKS INC.
By
-------------------------------
(Authorized Signature)
2
