Exhibit 1.2
COLLEGIATE FUNDING SERVICES, INC. LETTERHEAD
[Date]
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
World Financial Center, South Tower
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Collegiate Funding Services, Inc. Reserved Share Program
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement dated _________, 2004
(the "Underwriting Agreement") between Collegiate Funding Services, Inc. (the
"Company"), and the Underwriters listed in Schedule I to the Underwriting
Agreement. All capitalized terms used but not otherwise defined herein shall
have the meanings given them in the Underwriting Agreement.
As part of the offerings contemplated by the Underwriting Agreement,
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") has agreed
to reserve out of the shares of Common Stock, par value $0.001 per share
("Shares"), set forth opposite its name on Schedule I to the Underwriting
Agreement, up to ________ Shares for sale to persons designated by the Company
("Invitees"), as set forth in the Prospectus under the heading "Underwriting"
(the "Reserved Share Program"). The Shares to be sold by Xxxxxxx Xxxxx
pursuant to the Reserved Share Program (the "Reserved Shares") will be sold by
Xxxxxxx Xxxxx pursuant to the Underwriting Agreement at the public offering
price. Any Reserved Shares not orally confirmed for purchase by such Invitees
by the end of the first business day after the date of the Underwriting
Agreement will be offered directly to the public by Xxxxxxx Xxxxx as set forth
in the Prospectus.
In order to induce Xxxxxxx Xxxxx to conduct the Reserved Share Program,
and in addition to and without limiting the representations, warranties,
covenants and agreements of the Company contained in the Underwriting
Agreement, the Company hereby agrees with Xxxxxxx Xxxxx as follows:
1. The Company will pay all actual and reasonable costs and expenses of
the Underwriters, including the actual and reasonable fees and expenses of
Xxxxxxx Xxxxx'x counsel, in connection with matters related to the Reserved
Share Program. Xxxxxxx Xxxxx shall provide the Company with invoices detailing
such costs and expenses prior to payment.
2. Indemnification for Reserved Securities. In connection with the
offer and sale of the Reserved Securities, the Company agrees to indemnify and
hold harmless the Underwriters, their Affiliates and selling agents and each
person, if any, who controls any Underwriter within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any
and all loss, liability, claim, damage and expense (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending, investigating or settling any such action or claim), as incurred,
(i) arising out of the violation of
any applicable laws or regulations of foreign jurisdictions where Reserved
Securities have been offered; (ii) arising out of any untrue statement or
alleged untrue statement of a material fact contained in any prospectus wrapper
or other material prepared by or with the consent of the Company for
distribution to Invitees in connection with the offering of the Reserved
Securities or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; (iii) caused by the failure of any Invitee to pay for
and accept delivery of Reserved Securities which have been orally confirmed for
purchase by any Invitee by the end of the first business day after the date of
the Agreement; or (iv) related to, or arising out of or in connection with, the
offering of the Reserved Securities.
3. This Agreement is for the benefit of Xxxxxxx Xxxxx and each of the
Underwriters and is enforceable to the same extent as if fully set forth in the
Underwriting Agreement.
4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SAID STATE.
5. This Agreement may be executed in one or more counterparts and,
when a counterpart has been executed by each party, all such counterparts taken
together shall constitute one and the same agreement.
Very truly yours,
COLLEGIATE FUNDING SERVICES, INC.
By: __________________________
Name:
Title:
Accepted as of the date hereof:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: __________________________
Name:
Title:
