MINIMUM: $3,000,000
MAXIMUM: $6,000,000
UNITED HOMES, INC.
11% MANDATORY REDEMEPTION DEBENTURES
DUE MARCH 15, 2005
SELECTED DEALER AGREEMENT
, 1997
Ladies and Gentlemen:
Registration under the Securities Act of 1933, as amended, (the "1933 Act")
of this issue, described in the enclosed Prospectus, has become effective. The
Underwriter is offering certain of the Debentures for purchase as principal by a
selected list of dealers (herein collectively referred to as "Selected
Dealers").
Public Offering Price: As set forth in the Prospectus.
Selected Dealers Concession: $50.00 per Debenture, payable as set forth
below.
Confirmation of Orders: All orders are subject to confirmation and
allotment by us. We reserve the right to
reject any order, or to allot less than the
amount applied for.
Delivery and Payment: At the office of Xxxxxx & Xxxxxxxxx Financial,
Inc., Pillsbury Center, P.O. Box 789,
Minneapolis, Minnesota 55402, at such time
and on such day as we may advise you. Payment
is to be made at the public offering price,
less the Selected Dealers concession, by a
certified or official bank check payable to
the order of Xxxxxx & Xxxxxxxxx
Financial, Inc., in Clearing House funds
against delivery of certificates. If you are
a member of, or clear through a member of,
the Depository Trust Company (the "DTC"), we
may, in our discretion, make delivery through
the facilities of the DTC.
Dealings During Life of this
Agreement: Debentures ordered by Selected Dealers,
when confirmed by us, may be immediately
reoffered to the public in conformity
with the terms of offering set forth in the
Prospectus.
Termination of this Agreement: This Agreement shall terminate at 5:00 P.M.,
Minneapolis time, six months from the date
hereof unless extended in our discretion for
a period or periods not to exceed in the
aggregate of 30 days; but we may terminate
this Agreement whether or not extended, at any
time without prior notice.
These Debentures are offered by us for delivery when, as, and if issued to
and accepted by us and subject to the terms hereof, to our right at any time to
vary the offering price, concessions and terms of the offering and to withdraw,
cancel, or modify this offer without notice.
You are not authorized to act as agent for us or otherwise act in our
behalf in offering these Debentures to the public or otherwise, or to give any
information or to make any representation not contained in the Prospectus.
Nothing herein contained will constitute the Selected Dealers and us a
partnership, association, or other separate entity, but you shall be
responsible for your share of any liability or expense based on any claim to the
contrary. We shall not be under any liability to you, except for obligations
expressly assumed in this Agreement,
and no obligations on our part shall be implied hereby or inferred herefrom,
but nothing in this paragraph shall be deemed to relieve us of any liability
imposed under the 1933 Act.
By your acceptance hereof, you agree: (1) to take up and pay for the
Debentures ordered by and confirmed to you; (2) in reoffering the same, to
comply with the terms of this Agreement; (3) upon our request, to advise us of
the amount of Debentures purchased from us remaining and unsold by you and to
resell to us such number of unsold Debentures as we may request at the public
offering price less the amount of the Selected Dealers concession; (4) that you
will not offer or sell the Debentures in any jurisdiction except those with
respect to which we have advised you that such offers or sales will be
permissible under the state securities or Blue Sky laws of the respective
jurisdictions (notwithstanding any information furnished or any action taken in
connection therewith, we shall have no obligation or responsibility with respect
to the registration or qualification of the Debentures in any jurisdiction or
the right of any Selected Dealer to sell or advertise them therein) and that in
the event that you sell any Debentures in jurisdictions where the Debentures
have not been registered or qualified you will accept sole responsibility for
any curative measures with respect to, or liability arising from, such sales;
(5) that you will not engage in stabilizing the price of the Debentures or,
until completion of your participation in the distribution, in bidding for or
purchasing or attempting to induce others to purchase, directly or indirectly,
any of the Debentures; and (6) notwithstanding the termination of this
Agreement, to bear your proper proportion of any tax, liability or other claims
in connection herewith imposed at any time against you alone, with other
Selected Dealers, or with the Underwriter, and a like Share of any expenses of
resisting such claims.
It is assumed that Debentures sold by you will be effectively placed for
investment. You agree to pay us upon demand an amount equal to the Selected
Dealers concession as to any Debentures purchased by you hereunder which, prior
to the termination of this Agreement, we may Purchase or contract to purchase
for our account or which may be delivered against purchase contracts made prior
to the termination of this Agreement and, in addition, we may charge you with
any broker's commission and transfer tax paid in connection with such purchase
or contract to purchase. Certificates for Debentures delivered on such
repurchases need not be the identical certificates originally purchased.
You, by your confirmation below, represent that neither you nor any of your
directors, officers, partners, "persons associated with" you (as defined in the
Bylaws of the NASD) nor, to your knowledge, any "related person" (as defined by
the NASD) has participated or intend to participate in any transaction or
dealing (including with the Company) as to which documents or information are
required to be filed with the NASD pursuant to such Rules and as to which such
documents or information have not been so filed in a timely manner; and that the
Company is not an "affiliate" of yours, nor is any director, officer or holder
of five percent (5%) or more of the voting securities of the
Company a "Person associated with" you (as such terms are defined in the
Bylaws of the NASD).
You agree that you will not sell to any account over which you exercise
discretionary authority any of the Debentures which you purchase.
On becoming a Selected Dealer, and in offering and selling the Debentures,
you agree to comply with all the applicable requirements of the 1933 Act and the
rules and regulations thereunder, and any applicable state securities laws.
You confirm that you are familiar with Rule 15c2-8 under the Securities
Exchange Act of 1934 (the "1934 Act") relating to the distribution of
Preliminary and final prospectuses for securities of an issuer (whether or not
the issuer is subject to the reporting requirements of Section 13 or 15(d) of
the 1934 Act) and confirm that you have complied and will comply therewith. You
confirm that you are in compliance with Rule 15c3-1 under the 1934 Act and the
Securities and Exchange Commission's uniform net capital rules thereunder, and
you will continue to be in compliance during your participation in this
offering.
You represent that you are either (1) a member in good standing of the NASD
who agrees to comply with all applicable rules of the NASD, including without
limitation, the NASD's Interpretation with Respect to Free Riding and
Withholding and Rules 2730, 2740, 2420, and 2750 of the NASD's Conduct Rules; or
(2) a foreign dealer not eligible for membership in the NASD who hereby agrees
to make no sales within the United States, its territories, or its possessions,
nor to persons who are citizens thereof or residents therein, and in making
other sales to comply with the NASD Interpretation mentioned above and Rules
2730, 2740 and 2750 of the NASD's Conduct Rules as if you were an NASD member
and to comply with Rule 2420 of the Conduct Rules as that Rule applies to a
nonmember foreign dealer.
Very truly yours,
XXXXXX & XXXXXXXXX FINANCIAL, INC.
By:
Its:
ACCEPTANCE
We confirm our agreement to purchase Debentures of the above
issue subject to all the terms and conditions set forth in the Agreement. We
acknowledge receipt of the Prospectus and no other statements, written or oral.
We further state that in purchasing the Debentures we have relied upon the
Prospectus and upon no other statement whatsoever, written or oral.
Dated: , 1997
Print corporate name or firm name of selected dealer
Signature of authorized official or partner
Print name of person signing
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Address:
