EXHIBIT 1.1
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SUSQUEHANNA BANCSHARES, INC.
$35,000,000
___% SENIOR NOTES DUE _______
UNDERWRITING AGREEMENT
_____________ __, 1996
XXXXXXXXXXX & CO., INC.
XXXX XXXXX XXXX XXXXXX, INCORPORATED
c/o Oppenheimer & Co., Inc.
Xxxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Susquehanna Bancshares, Inc., a Pennsylvania corporation (the
"Company"), confirms its agreement with Xxxxxxxxxxx & Co., Inc. and Xxxx Xxxxx
Xxxx Xxxxxx, Incorporated (each, an "Underwriter" and collectively, the
"Underwriters") with respect to the sale by the Company and the purchase by the
Underwriters, acting severally and not jointly, of $35,000,000 aggregate
principal amount of the Company's __% Senior Notes Due ____ (the "Securities").
The Securities will be issued pursuant to an Indenture, dated as of _________
__, 1996 (the "Indenture"), between the Company and Mellon Bank, N.A., as
trustee (the "Trustee").
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 33-_____) and a related
preliminary prospectus for the registration of the Securities under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder (the "Securities Act Regulations"). The Company has
prepared and filed such amendments thereto, if any, and such amended preliminary
prospectuses, if any, as may have been required to the date hereof, and will
file such additional amendments thereto and such amended prospectuses as may
hereafter be required. The registration statement has been declared effective
under the Securities Act by the Commission. The registration statement as
amended at the time it became effective (including the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act and
all information deemed to be a part of the registration statement at the time it
became effective pursuant to Rule 430A(b) of the Securities Act Regulations) is
hereinafter called the "Registration Statement," except that, if the Company
files a post-effective amendment to such registration statement which becomes
effective prior to the Closing Time (as defined below), "Registration Statement"
shall refer to such registration statement as so amended. Each prospectus
included in the registration statement, or amendments thereof, before it became
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effective under the Securities Act and any prospectus filed with the Commission
by the Company with the consent of the Underwriters pursuant to Rule 424(a) of
the Securities Act Regulations (including the documents incorporated by
reference therein) is hereinafter called the "Preliminary Prospectus." The term
"Prospectus" means the final prospectus (including the documents incorporated by
reference therein), as first filed with the Commission pursuant to paragraph (1)
or (4) of Rule 424(b) of the Securities Act Regulations. The Commission has not
issued any order preventing or suspending the use of any Preliminary Prospectus.
SECTION 1. Representations and Warranties. (a) The Company
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represents and warrants to each Underwriter as follows:
(i) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements thereto will, when they become effective
or are filed with the Commission, as the case may be, conform, in all
material respects with the requirements of the Securities Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
applicable rules and regulations under said acts; the Indenture conforms
with the requirements of the Trust Indenture Act, and the applicable rules
and regulations thereunder; the Registration Statement did not, and any
amendment thereto will not, in each case as of the applicable effective
date, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus and any amendment or
supplement thereto will not, as of the applicable filing date and at
Closing Time (as hereinafter defined), contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations and
warranties in this subsection shall not apply to statements in or omissions
from the Registration Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Company by or on behalf of any
Underwriter in writing expressly for use in the Registration Statement or
Prospectus.
(ii) The documents incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3 under the Securities Act, at the time they
were filed with the Commission, complied as to form in all material
respects with the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
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(iii) The Company meets the requirements for the use of Form S-3 under
the Securities Act.
(iv) To the knowledge of the Company, the independent certified
public accountants who certified the financial statements included or
incorporated by reference in the Prospectus are independent public
accountants as required by the Securities Act and the Securities Act
Regulations .
(v) The financial statements, including the notes thereto and the
supporting schedules, included or incorporated by reference in the
Prospectus present fairly, in all material respects, the financial position
of the entities purported to be shown thereby, in each case at the dates
indicated, and the results of their operations for the periods specified;
and said financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
except as otherwise stated therein. The pro forma financial statements and
selected pro forma financial data included in the Prospectus comply in all
material respects with the applicable requirements of Regulation S-X of the
Commission and reflect all adjustments necessary to summarize fairly, in
all material respects, the pro forma financial position and results of
operations of the entities purported to be shown thereby at the dates
indicated and for the periods specified.
(vi) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated
therein, (A) there has been no material adverse change in the condition,
financial or otherwise, of the Company and its subsidiaries considered as
one enterprise, or in the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, (B) to the knowledge of
the Company, there has been no adverse change in the condition (financial
or other), earnings, business affairs or business prospects of Fairfax (as
such term is defined in the Registration Statement and the Prospectus) or
any of its subsidiaries which would, either individually or in the
aggregate, be material and adverse to the Company, its subsidiaries and
such other company considered as one enterprise, unless in any such case
the Company shall have elected to terminate the merger agreement for such
acquisition, (C) there have been no material transactions entered into by
the Company or its subsidiaries other than those in the ordinary course of
business, and (D) the Company has not sustained any material loss or
interference with its assets, businesses or properties (whether owned or
leased) from fire, explosion, earthquake, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or any court or
legislative or other governmental action, order or decree.
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(vii) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the Commonwealth of
Pennsylvania with corporate power and authority to own and lease its
properties and to conduct its business as described in the Prospectus and
to enter into and perform its obligations under this Agreement, the
Indenture and the Securities; the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction, if any, in which its ownership or leasing of properties or
the conduct of its business requires such qualification, except where the
failure to so qualify would not have a material adverse effect on the
conduct of the business, condition (financial or otherwise), earnings,
business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise; and the Company is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended.
(viii) Each of the subsidiaries of the Company has been duly
incorporated or organized and is validly existing as a corporation or
association under the laws of its jurisdiction of incorporation or
organization and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction, if any, in which its
ownership or leasing of properties or the conduct of its business requires
such qualification, except where the failure to so qualify would not have a
material adverse effect on the conduct of the business, condition
(financial or otherwise), earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise; and the
deposit accounts of each bank or thrift subsidiary of the Company are
insured by the Bank Insurance Fund or the Savings Association Insurance
Fund, as appropriate, of the Federal Deposit Insurance Corporation ("FDIC")
to the fullest amount permitted by law and the rules and regulations of the
FDIC, and no proceedings for the termination of such insurance are pending
or threatened.
(ix) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable; and all of the issued shares
of capital stock of each subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable (subject,
however, to the provisions of Section 55 of Title 12 of the United States
Code and any comparable provision of Maryland or Pennsylvania law) and are
owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims.
(x) The Securities have been duly and validly authorized for
issuance and sale to the Underwriters
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pursuant to this Agreement and, when executed and authenticated in
accordance with the terms of the Indenture and delivered to the
Underwriters against payment of the consideration set forth herein, will
constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms and entitled to the benefits provided by the
Indenture; and the Indenture has been duly authorized and, when executed by
the proper officers of the Company and delivered by the Company, will have
been duly executed and delivered by the Company and will constitute the
valid and legally binding instrument of the Company, enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting enforcement
of creditors' rights generally or by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or
at law); the Indenture has been duly qualified under the Trust Indenture
Act; and the Securities and the Indenture conform to the descriptions
thereof contained in the Registration Statement and the Prospectus.
(xi) This Agreement has been duly authorized, executed and delivered
by the Company.
(xii) Neither the Company nor any of its subsidiaries is in violation
of its charter or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which it is a party or by which it or any of its properties
may be bound and which is material to the Company and its subsidiaries
considered as one enterprise; and the execution and delivery of this
Agreement and the Indenture, the issue and sale of the Securities, the
compliance by the Company with the provisions of the Securities, the
Indenture and this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or constitute a
breach of, or default under, the articles of incorporation or by-laws of
the Company or a breach or default under any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the Company or any
of its subsidiaries is a party or by which it or any of its properties may
be bound and which is material to the Company and its subsidiaries
considered as one enterprise nor (assuming compliance by the Underwriters
with all applicable state securities or blue sky laws) will such action
result in any violation on the part of the Company or its subsidiaries of
any applicable law or regulation or of any applicable administrative,
regulatory or court decree.
(xiii) There are no legal or governmental proceedings pending to which
the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which are required
to be disclosed in the Registration Statement and are not so
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disclosed or which the Company has reasonable cause to believe would
individually or in the aggregate have a material adverse effect on the
consolidated financial position of the Company and its subsidiaries,
considered as one enterprise; and to the best of the Company's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others.
(xiv) No approval, authorization, consent, registration, qualification
or other order of any public board or body is required in connection with
the execution and delivery of this Agreement or the Indenture or the
issuance and sale of the Securities or the consummation by the Company of
the other transactions contemplated by this Agreement or the Indenture,
except such as have been obtained, or will have been obtained at the
Closing Time, under the Securities Act and the Trust Indenture Act and such
as may be required under the blue sky or securities laws of various states
in connection with the offering of the Securities.
(xv) The Company and its subsidiaries possess all material licenses,
certificates, authorities or permits issued by the appropriate State or
Federal regulatory agencies or bodies necessary to conduct their businesses
as described in the Prospectus, and neither the Company nor its
subsidiaries have received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authority or
permit which, individually or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a material adverse
effect on the conduct of the business, condition (financial or otherwise),
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise. Neither the Company nor any of
its subsidiaries is party to or otherwise the subject of any consent
decree, memorandum of understanding, written commitment or other
supervisory agreement with the Board of Governors of the Federal Reserve
Board or any Federal Reserve Bank (the "Federal Reserve"), the FDIC, the
Office of the Comptroller of the Currency, or any other federal or state
authority or agency responsible for the supervision, regulation or
insurance of depository institutions or their holding companies.
(xvi) There are no contracts or other documents which are required to
be filed as exhibits to the Registration Statement by the Securities Act or
by the Securities Act Regulations which have not been filed as exhibits to
the Registration Statement.
(xvii) The Securities have been rated by Xxxxx'x Investors Service,
Inc. as ______ and Standard & Poor's Corporation as _______.
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(xviii) The Agreement and Plan of Affiliation relating to the Fairfax
Merger (as such term is defined in the Registration Statement and
Prospectus) is in full force and effect and has not been amended, modified
in any material respect or terminated (except as otherwise disclosed in the
Registration Statement and Prospectus), nor has any party thereto taken any
action for that purpose. No action has been taken by the Federal Reserve,
the Office of Thrift Supervision or any other federal or state governmental
agency, authority or body to disapprove, enjoin or prohibit the
transactions contemplated by the Fairfax Merger, and to the best knowledge
of the Company no such action is threatened or contemplated.
(b) Any certificate signed by any officer of the Company and
delivered to you or to your counsel shall be deemed a representation and
warranty by the Company to you as to the matters covered thereby.
SECTION 2. Sale and Delivery to Underwriters; Closing.
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On the basis of the representations and warranties herein contained
and subject to the terms and conditions herein set forth, the Company agrees to
sell to each Underwriter, severally and not jointly, and each Underwriter
agrees, severally and not jointly, to purchase from the Company, the principal
amount of Securities set forth in Schedule A hereto opposite the name of such
Underwriter at a purchase price equal to ______% of the principal amount
thereof, plus accrued interest, if any, from ___________ __, 1996, plus any
additional principal amount of Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof.
Payment of the purchase price for, and delivery of, the Securities
shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon
by you and the Company, at 10:00 A.M., on the [third][fourth] business day
(unless postponed in accordance with the provisions of Section 10) following the
date of this Agreement, or such other time not later than ten business days
after such date as shall be agreed upon by the Underwriters and the Company
(such time and date of payment and delivery being herein called "Closing Time").
Payment shall be made to the Company by wire transfer of immediately
available funds, against delivery to the Underwriters of the Securities to be
purchased by them. The Securities shall be in fully registered book-entry form
in such denominations and registered in such names as the Underwriters may
request in writing at least two business days before Closing Time, and shall be
made available for examination and packaging by the Underwriters not later than
10:00 A.M. on the last business day prior to Closing Time.
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SECTION 3. Covenants of the Company. The Company covenants with each
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Underwriter as follows:
(a) The Company will prepare the Prospectus in a form approved by the
Underwriters and will file such Prospectus with the Commission pursuant to
subparagraph (1) or (4) of Rule 424(b) not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement. The Company will notify the Underwriters
immediately, and confirm the notice in writing, (i) of the effectiveness of
the Registration Statement and any amendment thereto (including any post-
effective amendment), and of the filing of the Prospectus pursuant to Rule
424(b), (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for
additional information, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus, of the suspension of the qualification of the Securities
for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceeding for any such purpose. The Company will make
every reasonable effort to prevent the issuance of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or the
Prospectus or suspending any such qualification and, if any such order is
issued, to obtain the lifting thereof at the earliest possible moment.
(b) The Company will give the Underwriters notice of its intention to
prepare or file any amendment to the Registration Statement relating to the
Securities (including any post-effective amendment) or any amendment or
supplement to the Prospectus (including documents deemed to be incorporated
by reference into the Prospectus and including any revised prospectus which
the Company proposes for use by the Underwriters in connection with the
offering of the Securities which differs from the prospectus on file at the
Commission at the time the Registration Statement becomes effective,
whether or not such revised prospectus is required to be filed pursuant to
Rule 424(b) of the Securities Act Regulations), will furnish the
Underwriters and counsel for the Underwriters with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which the Underwriters or counsel
for the Underwriters shall reasonably object.
(c) The Company will deliver to each Underwriter one manually
executed copy of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated by reference into the
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Prospectus), such number of conformed copies of the Registration Statement
as originally filed and of each amendment thereto (including documents
incorporated by reference into the Prospectus but without exhibits) as such
Underwriter may reasonably request and copies of each Preliminary
Prospectus, the Prospectus and any amended or supplemented Prospectus.
(d) The Company will furnish to each Underwriter, from time to time
during the period when the Prospectus is required to be delivered under the
Securities Act, such number of copies of the Prospectus (as amended or
supplemented, if applicable) as you may reasonably request for the purposes
contemplated by the Securities Act or the Securities Act Regulations.
(e) If any event shall occur as a result of which it is necessary, in
the reasonable opinion of counsel for the Underwriters, to amend or
supplement the Prospectus in order to make the Prospectus not misleading in
the light of the circumstances existing at the time it is delivered to a
purchaser, the Company will forthwith amend or supplement the Prospectus by
preparing and furnishing to the Underwriters a reasonable number of copies
of an amendment of or supplement to the Prospectus (in form and substance
satisfactory to counsel for the Underwriters) so that, as so amended or
supplemented, the Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing at the
time it is delivered to a purchaser, not misleading.
(f) The Company, during the period when the Prospectus is required to
be delivered under the Securities Act, will file promptly all documents
required to be filed with the Commission pursuant to Section 13, 14 or 15
of the Exchange Act subsequent to the time the Registration Statement
becomes effective.
(g) The Company will endeavor, in cooperation with the Underwriters,
to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States
as the Underwriters may designate, and will maintain such qualifications in
effect for as long as may be required for the distribution of the
Securities, except that the Company shall not be required in connection
therewith to qualify as a foreign corporation or to execute a general
consent to service of process in any state or other jurisdiction. The
Company will file such statements and reports as may be required by the
laws of each jurisdiction in which the Securities have been qualified as
above provided.
(h) The Company will make generally available to its security holders
as soon as practicable after the effective
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date of the Registration Statement an earning statement (in form complying
with the provisions of Rule 158 under the Securities Act) covering a
twelve-month period beginning after the date of this Agreement.
(i) The Company, from the date hereof until the Closing Time, will
not offer, sell, contract to sell or otherwise dispose of any debt
securities issued or guaranteed by the Company that in the reasonable
judgment of the Underwriters are substantially similar to the Securities,
without the prior written consent of the Underwriters.
(j) For a period of five years (but not beyond any such date on which
no Securities shall be outstanding) after the Closing Time, the Company
will furnish to each Underwriter copies of all reports and communications
delivered to the Company's shareholders or to holders of the Securities as
a class and will also furnish copies of all reports (excluding exhibits)
filed with the Commission on forms 8-K, 10-Q and 10-K, and all other
reports and information furnished to its shareholders generally, not later
than the time such reports are first furnished to its shareholders
generally.
SECTION 4. Payment of Expenses. The Company is responsible for
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paying all expenses incident to the performance of its obligations under this
Agreement (except for the fees and disbursements of the counsel for the
Underwriters other than pursuant to (iv) of this Section 4), including (i) the
printing and filing of the Registration Statement as originally filed and any
amendments and exhibits thereto, (ii) the preparation, issuance and delivery of
the Securities to the Underwriters, (iii) the fees and disbursements of the
Company's counsel and accountants, (iv) the expenses in connection with the
qualification of the Securities under state securities laws in accordance with
the provisions of Section 3(g), including filing fees and the reasonable fees
and disbursements of counsel to the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky and Legal Investment Surveys,
(v) the printing and delivery to the Underwriters of copies of the Registration
Statement and all amendments thereto, of any Preliminary Prospectuses and of the
Prospectus and any amendments or supplements thereto, (vi) the printing and
delivery to the Underwriters of copies of the Blue Sky and Legal Investment
Surveys, (vii) any fees charged by securities rating services for rating the
Securities; and (viii) the fees and expenses of the Trustee and any agent of the
Trustee and the fees and disbursements of the Trustee's counsel, in connection
with the Indenture and the Securities.
If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 5 or Section 9(i), the Company shall reimburse the
Underwriters for all of their reasonable out-of-pocket expenses incurred from
and after the
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date of this Agreement, including the reasonable fees and disbursements of
counsel for the Underwriters.
SECTION 5. Conditions of Underwriters' Obligations. The obligations
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of the Underwriters to purchase and pay for the Securities are subject to the
accuracy of the representations and warranties of the Company herein contained
at and as of the date hereof and the Closing Time, to the performance by the
Company of its obligations hereunder, and to the following further conditions:
(a) The Prospectus shall have been timely filed with the Commission
in accordance with Section 3(a); and at Closing Time, no stop order
suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued under the Securities Act or proceedings
therefor initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus shall have been complied with and there shall
not have come to the attention of any Underwriter any facts that would
cause such Underwriter to believe that the Prospectus, at the time it was
required to be delivered to a purchaser of the Securities, contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the
circumstances existing at such time, not misleading.
(b) At Closing Time you shall have received:
(1) The favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx
& Bockius LLP, counsel for the Company, in form and substance satisfactory
to counsel for the Underwriters, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Pennsylvania.
(ii) The Company has the corporate power and authority to
own and lease its properties and to conduct its business as described
in the Prospectus and to enter into and perform its obligations under
this Agreement and the Indenture; and the Company is duly registered
as a bank holding company under the Bank Holding Company Act of 1956,
as amended.
(iii) Each of the bank subsidiaries of the Company and each of the
other subsidiaries of the Company, if any, which either individually
or in the aggregate constitute a "significant subsidiary" as defined
in Rule 405 of the Securities Act Regulations (collectively, the
"Significant Subsidiaries"), has been duly incorporated and is validly
existing as a corporation or national banking association, as the
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case may be, under the laws of its jurisdiction of incorporation or
organization.
(iv) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of each
Significant Subsidiary of the Company are owned of record and, to the
best of such counsel's knowledge, beneficially by the Company, free
and clear of all liens, encumbrances, equities or claims.
(v) This Agreement has been duly authorized, executed and
delivered by the Company.
(vi) The Securities have been duly authorized and executed by the
Company and, when authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters
against payment of the consideration set forth herein, will constitute
valid and legally binding obligations of the Company enforceable in
accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws relating to or
affecting enforcement of creditors' rights generally or by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law), and entitled to the benefits provided
by the Indenture.
(vii) The Indenture has been duly authorized, executed and
delivered by the Company and duly qualified under the Trust Indenture
Act, and, assuming due authorization, execution and delivery thereof
by the Trustee, constitutes a valid and legally binding instrument of
the Company enforceable against the Company in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws relating to or affecting enforcement of
creditors' rights generally or by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law).
(viii) The Registration Statement was declared effective under the
Securities Act as of the date specified in such opinion and, to the
best of such counsel's knowledge and information, no stop order
suspending the effectiveness of the Registration Statement has been
issued under the Securities Act and no proceedings therefor have been
initiated or threatened by the Commission.
(ix) The Registration Statement and the Prospectus and any
amendment or supplement thereto made by the Company prior to the
Closing Time (other than the
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financial statements and financial and statistical data included
therein, as to which no opinion need be rendered), when it or they
became effective or were filed with the Commission, as the case may
be, and in each case at the Closing Time, complied as to form in all
material respects with the requirements of the Securities Act, the
Trust Indenture Act and the applicable rules and regulations under
said acts and the documents incorporated by reference into the
Prospectus (other than the financial statements and financial and
statistical data included therein, as to which no opinion need be
rendered) complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and such counsel have no reason to believe that
the Registration Statement, at the time it became effective, 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
statements therein not misleading or that the Prospectus, at the time
it was mailed to the Commission for filing or at Closing Time,
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 statements contained therein, in the light of the
circumstances under which they were made, not misleading.
(x) To the best of their knowledge and information, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which are required to be
disclosed in the Registration Statement and are not so disclosed or
which, if adversely determined, would individually or in the aggregate
have a material adverse effect on the consolidated financial position
of the Company and its subsidiaries, considered as one enterprise or
which would affect the consummation of the transactions contemplated
in this Agreement, the Indenture or the Securities; and to the best of
their knowledge and information, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
(xi) The information in the Prospectus under the captions
"Regulatory Matters" and "Description of Senior Notes," to the extent
that it constitutes matters of law, summaries of legal matters,
documents or proceedings, or legal conclusions, has been reviewed by
them and is correct in all material respects.
(xii) To the best of their knowledge and information, there are no
contracts, indentures,
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mortgages, loan agreements, notes, leases or other instruments
required to be described in the Registration Statement or to be filed
as exhibits thereto other than those described therein or filed or
incorporated by reference as exhibits thereto, and the descriptions
thereof in the Registration Statement are correct in all material
respects.
(xiii) No approval, authorization, consent, registration,
qualification or other order of any public board or body is required
in connection with the execution and delivery of this Agreement and
the Indenture or the issuance and sale of the Securities or the
consummation by the Company of the other transactions contemplated by
this Agreement or the Indenture, except such as have been obtained
under the Securities Act and the Trust Indenture Act or such as may be
required under the blue sky or securities laws of various states in
connection with the offering and sale of the Securities (as to which
such counsel need express no opinion).
(xiv) The execution and delivery of this Agreement and the
Indenture, the issue and sale of the Securities, the compliance by the
Company with the provisions of the Securities, the Indenture and this
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or constitute a breach of, or
default under, the articles of incorporation or by-laws of the Company
or a breach or default under any contract, indenture, mortgage, loan
agreement, note, lease or other instrument known to such counsel to
which either the Company or any of its subsidiaries is a party or by
which any of them or any of their respective properties may be bound
except for such breaches as would not have a material adverse effect,
individually or in the aggregate, on the conduct of the business,
condition (financial or otherwise), earnings, business affairs or
business prospects of the Company and its subsidiaries considered as
one enterprise, nor will such action (assuming compliance by the
Underwriters with all applicable state securities or blue sky laws)
result in a violation on the part of the Company or any of its
subsidiaries of any applicable law or regulation or of any
administrative, regulatory or court decree known to such counsel.
In rendering their opinion, such counsel may rely, as to matters of
fact relating to the Company, upon certificates or representations of
officers of the Company relating to such facts.
(2) The favorable opinion, dated as of Closing Time, of your
counsel, Xxxxxxx Xxxxxxx & Xxxxxxxx, with
15
respect to the matters set forth in (i), (v), (vi), (vii) and, solely
as it relates to the information set forth under the caption
"Description of Senior Notes" in the Prospectus, (xi), of subsection
(b)(1) of this Section. In rendering their opinion, Xxxxxxx Xxxxxxx &
Xxxxxxxx may rely as to matters of Pennsylvania law upon the opinion
of Xxxxxx, Xxxxx & Bockius LLP.
(c) At Closing Time there shall not have been, since the respective
dates as of which information is given in the Registration Statement, any
material adverse change in the condition, financial or otherwise, of the
Company and its subsidiaries considered as one enterprise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and you shall have received a certificate of
the President or the Vice President and Secretary of the Company and the
principal financial or accounting officer of the Company, dated as of
Closing Time, to the effect that there has been no such material adverse
change and to the effect that the other representations and warranties of
the Company contained in Section 1 are true and correct with the same force
and effect as though expressly made at and as of Closing Time and that the
Company has complied with all its agreements contained herein and that they
have examined the Registration Statement and the Prospectus and that, in
their opinion, as of the Effective Date and as of the Closing Date, the
Registration Statement and the Prospectus did not include any untrue
statement of a material fact and did not omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading.
(d) At the time of the execution of this Agreement, the Underwriters
shall have received from Coopers & Xxxxxxx L.L.P. a letter dated such date,
in form and substance satisfactory to the Underwriters, to the effect that
(i) they are independent public accountants as required by the Securities
Act and the Securities Act Regulations; (ii) it is their opinion that the
financial statements included or incorporated by reference in the
Registration Statement and covered by their opinion therein comply as to
form in all material respects with the applicable accounting requirements
of the Securities Act and the Exchange Act and the applicable rules and
regulations thereunder; (iii) based upon limited procedures set forth in
detail in such letter, nothing has come to their attention which causes
them to believe that (A) the unaudited pro forma financial statements
included in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or, after making inquiries of certain officials of the
Company as to the basis for their determination of the pro forma
adjustments, that the pro forma adjustments in such unaudited pro forma
financial statements have not been
16
properly applied to the historical amounts in the unaudited pro forma
consolidated financial statements, (B) the unaudited financial statements
of the Company and its subsidiaries included in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995 do not comply
as to form in all material respects with the applicable accounting
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder or are not fairly presented in conformity with
generally accepted accounting principles applied on a basis consistent in
all material respects with the audited financial statements included in the
Registration Statement, or (C) during the period from September 30, 1995 to
a specified date not more than five days prior to the date of this
Agreement, there has been any change in the capital stock or long-term
debt of the Company or its subsidiaries or any decrease in consolidated
total assets or shareholder's equity of the Company and its subsidiaries as
compared with the amounts shown in the September 30, 1995 consolidated
balance sheet incorporated by reference in the Registration Statement, or
any decrease, as compared with the corresponding period in the preceding
year, in net interest income or in the total or per share amounts of net
income of the Company and its subsidiaries on a consolidated basis, except
in each case as set forth or contemplated in the Registration Statement;
(iv) they have read in the Registration Statement the information in the
table under the caption "Capitalization" and the notes thereto and certain
dollar amounts, percentages and other financial information specified by
the Underwriters which is included or incorporated by reference in the
Registration Statement and have performed the procedures set forth in
detail in such letter and have found such amounts, percentages or other
financial information to be in agreement with the relevant accounting and
financial records of the Company and its subsidiaries.
(e) At the time of the execution of this Agreement, the Underwriters
shall have received letters dated such date, in form and substance
satisfactory to the Underwriters from KPMG Peat Marwick LLP, to the effect
set forth in clauses (i), (ii) and (iii)(C) of paragraph (d) above with
respect to the financial statements of Fairfax incorporated by reference in
the Registration Statement.
(f) At Closing Time the Underwriters shall have received from Coopers
& Xxxxxxx LLP a letter, dated as of Closing Time, to the effect that they
reaffirm the statements made in the letter furnished pursuant to paragraph
(d) of this Section, except that the "specified date" referred to shall be
a date not more than five days prior to Closing Time.
(g) At Closing Time counsel for the Underwriters shall have been
furnished with such documents, certificates and
17
opinions as they may reasonably require for the purpose of enabling them to
pass upon the issuance and sale of the Securities as herein contemplated
and related proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection
with the issuance and sale of the Securities as herein contemplated shall
be satisfactory in form and substance to you and your counsel.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters by notice to the Company at any time at or prior to Closing
Time, and such termination shall be without liability of any party to any other
party except as provided in Section 4 and except that Sections 6 and 7 hereof
shall survive such termination.
SECTION 6. Indemnification.
---------------
(a) The Company agrees to indemnify each Underwriter and hold each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Securities Act harmless as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto) or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of any
litigation, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement
or omission, if such settlement is effected with the written consent of the
Company, which shall not be unreasonably withheld; and
(iii) against any and all expense whatsoever (including, subject
to Section 6(c) hereof, the fees and disbursements of counsel chosen by
such Underwriter) reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
18
claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that the Company shall not be liable under this paragraph
--------
6(a) in any case for any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter expressly for use in
the Registration Statement (or any amendment thereto) or any Preliminary
Prospectus or the Prospectus (or any amendment or supplement thereto); and
provided further that as to any Preliminary Prospectus this indemnity agreement
----------------
shall not inure to the benefit of any Underwriter or any person controlling that
Underwriter on account of any loss, liability, claim, damage or expense arising
from the sale of Securities to any person by that Underwriter if that
Underwriter failed to send or give a copy of the Prospectus, as amended or
supplemented at that time, to that person within the time required by the
Securities Act, and the untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in such
Preliminary Prospectus was corrected in the Prospectus as so amended or
supplemented, unless such failure to deliver the Prospectus resulted from non-
compliance by the Company with paragraph 3(d) hereof. For purposes of the last
proviso to the immediately preceding sentence, the term "Prospectus" shall not
be deemed to include the documents incorporated therein by reference, and no
Underwriter shall be obligated to send or give any supplement or amendment to
any document incorporated by reference in any Preliminary Prospectus or the
Prospectus to any person other than a person to whom such Underwriter had
delivered such incorporated document or documents in response to a written
request therefor.
In case of any notice to the Company under this indemnity agreement with respect
to any loss, liability, claim, damage or expense with respect to any claim made
against any Underwriter or any person controlling such Underwriter, the Company
shall be entitled to participate at its own expense in the defense, or if it so
elects within a reasonable time after receipt of such notice, to assume the
defense of any suit brought to enforce any such claim, but if it so elects to
assume the defense, such defense shall be conducted by counsel chosen by it and
reasonably satisfactory to such Underwriter or any person or persons controlling
such Underwriter, defendant or defendants in any suit so brought. In the event
that the Company elects to assume the defense of any such suit and retain such
counsel, such Underwriter or such controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel thereafter retained by such Underwriter or such controlling person or
persons; provided, however, that, subject to Section 6(c) hereof, any
Underwriter shall have the right to employ counsel to represent such Underwriter
or any
19
person who controls such Underwriter who may be subject to liability arising out
of any action in respect of which indemnity may be sought against the Company
if, in the reasonable judgment of counsel for such Underwriter, representation
of such Underwriter and the Company by the same counsel would be inappropriate
because there may be one or more legal defenses available to such Underwriter or
any such controlling person or persons which are different from or additional to
those available to the Company, in which event the fees and expenses of
appropriate separate counsel shall be borne by the Company.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, each of its officers who signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, but only arising out of untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any Preliminary Prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
expressly for use in the Registration Statement (or any amendment thereto) or
such Preliminary Prospectus or the Prospectus (or any amendment or supplement
thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action threatened or commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement except to the extent that
the indemnifying party has been prejudiced in any material respect by such
failure. An indemnifying party may participate at its own expense in the
defense of such action. In no event shall an indemnifying party be liable for
the fees and expenses of more than one counsel (in addition to local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances.
(d) The provisions of this Section 6 shall apply only to losses,
liabilities, claims, damages and expenses arising out of the types of untrue
statements or alleged untrue statements or omissions or alleged omissions
described in paragraphs 6(a) and 6(b), respectively. The obligations of the
Company and the Underwriters under this Section 6 shall be in addition to any
liability which the Company or the Underwriters may otherwise have.
SECTION 7. Contribution. If the indemnification provided for in
------------
Section 6 shall for any reason be held to be
20
unenforceable by the indemnified party under Section 6(a) or 6(b), although
applicable in accordance with its terms, then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be
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 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 the Underwriters on the other with respect to
the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, 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 with respect to such offering shall be deemed
to be in the same proportion as the total net proceeds from the offering of the
Securities purchased under this Agreement (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Securities purchased under this
Agreement, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Underwriters, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 7 were to be determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim damage or
liability, or action in respect thereof, referred to above in this Section 7
shall be deemed to include, for purposes of this Section 7, 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 Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public was offered to the public
exceeds the amount of any damages which such Underwriter has otherwise paid or
become liable to pay by reason of any 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 Underwriters' obligations to contribute as provided in
this
21
Section 7 are several in proportion to their respective underwriting obligations
and not joint.
SECTION 8. Representations, Warranties and Agreements to Survive
-----------------------------------------------------
Delivery. All representations, warranties and agreements contained in this
--------
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, although speaking only as of the dates at which such
representations, warranties and agreements are made, shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of the Underwriters or by or on behalf of any person controlling the
Underwriters, or by or on behalf of the Company, and shall survive delivery of
the Securities to the Underwriters.
SECTION 9. Termination of Agreement. The Underwriters may also
------------------------
terminate this Agreement, by notice to the Company, at any time at or prior to
Closing Time (i) if there has been, since the respective dates as of which
information is given in the Registration Statement, any material adverse change
in the condition, financial or otherwise, of the Company and its subsidiaries
considered as one enterprise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, or (ii) if there has
occurred any new outbreak of hostilities or escalation of any existing
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the reasonable
professional judgment of the Underwriters, impracticable to market the
Securities or to enforce contracts for the sale of the Securities, or (iii) if
trading in the securities of the Company has been suspended by the Commission or
if trading or quotation generally on either the New York Stock Exchange, the
American Stock Exchange, or the Nasdaq National Market has been suspended, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said Exchanges or the
Nasdaq National Market or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either federal,
Pennsylvania or Maryland authorities, or if the rating assigned by any
nationally recognized statistical rating agency to any debt securities of the
Company as of the time of this Agreement shall have been lowered since that date
or if any such agency shall have publicly announced that it has placed under
surveillance or review with possible negative implications its rating of any
debt securities of the Company.
If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
as provided in Section 4, and provided further that Sections 6 and 7 hereof
shall survive such termination.
22
SECTION 10. Default by An Underwriter. If one of the Underwriters
-------------------------
shall fail at the Closing Time to purchase the Securities which it is obligated
to purchase under this Agreement (the "Defaulted Securities"), the non-
defaulting Underwriters shall have the right, within 24 hours thereafter, to
purchase, or make arrangements for any other underwriters to purchase, all, but
not less than all, of the Defaulted Securities in such amounts as may be agreed
upon and upon the terms herein set forth; if, however, the non-defaulting
Underwriters shall not have completed such arrangements within such 24-hour
period, then:
(a) if the principal amount of Defaulted Securities does not exceed
10% of the aggregate principal amount of the Securities, the non-defaulting
Underwriters shall be obligated to purchase the full amount thereof, or
(b) if the principal amount of Defaulted Securities exceeds 10% of
the aggregate principal amount of the Securities, this Agreement shall
terminate without liability on the part of the non-defaulting Underwriters.
No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of such default which does not result in a termination of
this Agreement, either the non-defaulting Underwriter or the Company shall have
the right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Prospectus or in any other documents
or arrangements.
SECTION 11. Notices. All notices and other communications hereunder
-------
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Xxxxxxxxxxx & Co., Inc., Xxxxxxxxxxx Xxxxx,
Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Xxxxxxx
XxXxxxxxxx; and notices to the Company shall be directed to it at 00 Xxxxx Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxx 00000, Attention of Xxxxxxx X. Xxxxxx, Vice
President and Secretary.
SECTION 12. Parties. This Agreement shall inure to the benefit of
-------
and be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their
23
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from an Underwriter
shall be deemed to be a successor by reason merely of such purchase.
SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
----------------------
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. SPECIFIED TIMES OF DAY REFER
TO NEW YORK CITY TIME.
24
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
the Underwriters and the Company in accordance with its terms.
Very truly yours,
SUSQUEHANNA BANCSHARES, INC.
By:_______________________________
Name and Title
Confirmed and accepted, as of the date
first above written.
XXXXXXXXXXX & CO., INC.
XXXX XXXXX XXXX XXXXXX, INCORPORATED
By: XXXXXXXXXXX & CO., INC.
By:______________________________
SCHEDULE A
----------
Name of Underwriter
-------------------
Xxxxxxxxxxx & Co. Inc. ...................................... $
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ........................
-----------
Total $35,000,000
===========
