UNDERWRITING AGREEMENT
Decade Securities Corp.
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000 ____________ , 1997
RE: Charthouse Suites Vacation Ownership, Inc. Offering of
Charthouse Suites Vacation Interests
Ladies and Gentlemen:
Charthouse Suites Vacation Ownership, Inc. (the "Company"),
hereby confirms prior negotiations with Decade Securities Corp.
regarding employment of the Company for the offering and sale to
selected persons acceptable to the Company, upon the terms and
subject to the conditions set forth herein and in the Prospectus,
of up to 150 Charthouse Suites Vacation Interests (the
"Interests").
Decade Securities Corp. will hereinafter be called
"Underwriter" (whether or not Decade Securities Corp. engages other
broker-dealer(s)).
As used in this Agreement, the following terms shall have the
following meanings:
1. Act -- The Securities Act of 1933, as amended.
2. Affiliate -- (a) Any person directly or indirectly
controlling, controlled by or under common control with another
person; (b) any person owning or controlling 10% or more of the
outstanding voting securities of such other person; (c) any
officer, director or partner of such person, and (d) if such other
person is an officer, director or partner, any enterprise for which
such person acts in any such capacity.
3. Affiliate Sale -- The sale of Interests to employees of
Decade Companies or an Affiliate, which will be made net of the up
to 7% sales commission.
4. Blue Sky Application -- Any application, document,
information or other paper, executed by the Company and filed in
any State in order to register the Interests under the state's
securities laws.
5. Commission -- The Securities and Exchange Commission.
6. Effective Date -- The date upon which the Registration
Statement is declared effective by the Commission.
7. Interest -- The Charthouse Suites Vacation Interest,
whether Class A, B, C, D, E or F, offered for sale by the Company.
8. Holders -- All persons who purchase an Interest and who
agree to be bound by the provisions of the Charthouse Suites
Vacation License Plan, and such other instruments as the Company
may require, as well as any assignee thereof.
9. NASD -- The National Association of Securities Dealers,
Inc. in Washington, D.C.
10. Company -- Charthouse Suites Vacation Ownership, Inc., a
Florida corporation.
11. Prospectus -- The prospectus included in the Registration
Statement filed with the Commission, pursuant to which the Company
will offer Interests to the public, as the same may be amended or
supplemented from time to time.
12. Registration Statement -- The registration statement filed
with the Commission on Form S-11, including a form of preliminary
Prospectus for registration of the Interests to be offered to the
public under the Act, and any and all amendments thereto,
including, without limitation, exhibits and financial statements
when the Registration Statement becomes effective and, in the event
of any amendments or supplements after the Effective Date, such
Prospectus as so amended or supplemented.
13. Sales Literature -- Any written, audio or audiovisual
material prepared by the Company, the Underwriter or any Soliciting
Dealer and approved by the NASD and the Florida Time Share Bureau
for use in conjunction with the offer or sale of the Interests.
14. Soliciting Dealers -- Broker/dealers that are members of
the NASD and that entered into a Soliciting Dealer Agreement with
Decade Securities Corp.
15. Underwriter -- Decade Securities Corp., a licensed
broker/dealer and member of the NASD, and the managing dealer in
the distribution of Interests.
I
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Underwriter that:
1. The Company is duly organized and validly existing as a
corporation under the laws of the State of Florida, and will have,
at the time of the Registration Statement referred to herein is
effective, the power and authority to conduct business as described
in the Prospectus under the laws of the State of Florida.
2. The Interests shall have the characteristics as set forth
in the Registration Statement.
3. There will be available for inspection by the
Underwriter, upon your request at any reasonable time, copies of
all material contracts to which the Company is a party.
4. The Company has prepared and filed with the Commission a
Registration Statement on Form S-11 (including a form of
preliminary Prospectus) for registration of the Interests to be
offered to the public under the Act, and it will so prepare and
file amendments thereto (including amended forms of preliminary
Prospectus). The Company will use its best efforts to cause the
Registration Statement to become effective as soon as possible. A
copy of such Registration Statement will be made available to the
Underwriter.
5. When the Registration Statement becomes effective, it and
the accompanying Prospectus will comply in all material respects
with the requirements of the Act and with the rules and regulations
of the Commission promulgated thereunder; provided, however, the
Company makes no representations or warranties as to information
contained or omitted from the Registration Statement or the
Prospectus, in reliance upon information furnished to the Company
by the Underwriter specifically for inclusion therein.
6. The Company's capitalization is as set forth in the
Registration Statement and Prospectus. The offer and sale of the
Interests has been duly and validly authorized by the Company, and
the Interests will conform to the description thereof contained in
the Prospectus.
7. Except as contemplated in the Registration Statement and
the Prospectus, since the respective dates as of which information
is therein given (a) the Company has not incurred any liability or
obligations, direct or contingent, and has not entered into any
material transactions, not in the ordinary course business, (b)
there has not been any material adverse change in its financial
position, (c) the business and operations of the Company have not
been materially interfered with by strike, fire, flood, accident or
other calamity (whether or not insured), and (d) no material legal
or governmental proceedings, domestic or foreign, affecting the
Company or the transactions contemplated by this Agreement have
been instituted or, to the knowledge of the Company, are
threatened.
8. The person or persons who have signed this Agreement on
behalf of the Company are duly authorized to so sign, and this
Agreement is a valid, legal and binding agreement of the Company
enforceable in accordance with their respective terms.
9. The financial statements set forth in the Registration
Statement and the Prospectus fairly represent the financial
position of the Company as of the date thereof, and since the dates
of such financial statements, there has been no material adverse
change in the financial position of the Company, except as
contemplated in the Prospectus.
10. The certified public accountants who certified the
financial statements filed with the Commission as part of the
Registration Statement and the financial statements incorporated in
the Prospectus, and who, as experts, may certify or review other
information of a financial or accounting nature contained in the
Registration Statement and the Prospectus, are independent as
required by the Act and the Rules and Regulations thereunder.
11. Except as set forth in this Agreement, the Company shall
not be required to pay any finder's or origination fees. The
Company will indemnify and hold the Underwriter harmless from and
against any and all other expenses, costs, losses, damages and
liabilities to which the Underwriter becomes subject by reason of
any claim for finder's, origination or other compensation for
service with respect to the bringing about of this Agreement.
12. There are no contracts or other documents required to be
filed by the Act or the Rules and Regulations of the Commission
thereunder as exhibits to the Registration Statement which have not
been so filed, or which will not be so filed prior to the Effective
Date.
13. All of the foregoing representations, agreements and
warranties shall survive delivery of the payment for all of the
Interests covered by this Agreement.
The Underwriter hereby represents and warrants to the Company
that:
1. No subscription agreement will be taken without the prior
delivery of a copy of the preliminary Prospectus, and no accepted
subscription agreement, as confirmation of sale, will be returned
to any person confirming his or her purchase unless a copy of the
Prospectus has been delivered to any person who is expected to
receive such accepted subscription agreement as confirmation of the
sale, at least 48 hours prior to mailing the accepted subscription
agreement.
2. It has delivered and will deliver a copy of the latest
preliminary Prospectus on file with the Commission to the address
given in the written request of any person for a preliminary
Prospectus between the filing date and a reasonable time prior to
the Effective Date of the Registration Statement to which such
Prospectus relates, except that the furnishing of Prospectuses in
any State where such furnishing would be unlawful under the laws of
such State shall not be required.
3. During the period between the Effective Date of the
Registration Statement and the later of either the termination of
the distribution of the securities or the expiration of the 90-day
period under Section 4(3) of the Act, the Underwriter shall mail a
copy of the Prospectus to the address given in the written request
of any person for a copy of the Prospectus relating to the
Interests, except that the furnishing of Prospectuses in any State
where such furnishing would be unlawful under the laws of such
State shall not be required.
4. It has made and will make available: (a) a copy of the
preliminary Prospectus relating to the Interests to each of its
associated persons who was expected, prior to the Effective Date,
to solicit customers' orders for such Interests before the making
of any such solicitation by such associated persons, and (b) a copy
of any amended preliminary Prospectus to each such associated
person promptly after the filing thereof.
5. It will make available a copy of the Prospectus relating
to the Interests to each of its associated persons who is expected,
after the Effective Date, to solicit customers' orders for such
securities prior to the making of any such solicitation by such
associated persons.
6. It will assure that all Soliciting Dealers are promptly
furnished with sufficient copies, as requested by them, of each
preliminary Prospectus, each amended preliminary Prospectus and the
Prospectus to enable them to comply with paragraphs (b), (c), (d)
and (e) of Rule 15c2-8 of the Securities Exchange Act of 1934.
7. It will assure that Soliciting Dealers are furnished
reasonable quantities of the Prospectus relating to the Interests,
as requested by such Soliciting Dealers, in order to enable such
Soliciting Dealers to comply with the Prospectus delivery
requirement of Section 5(b)(1) and (2) of the Securities Act of
1933.
8. It has reasonable grounds to believe, and does believe,
based upon the information made available to it by the Company
through the Registration Statement and other materials, that all
material facts are adequately and accurately disclosed and provide
a basis for evaluating the offering of Interests.
(a) The Underwriter represents that in determining the
adequacy of the disclosed facts, it has obtained information on
material facts relating, at a minimum, to the following:
(i) items of compensation to the Company and
Affiliates and to entities not affiliated with the Company;
(ii) the physical property of the Chart House Suites
hotel and the description thereof;
(iii) tax aspects of the offering;
(iv) the financial stability and experience of the
Company; and
(v) risk factors associated with the Interests,
including potential conflicts of interest.
9. The Underwriter represents and warrants that it shall not
be required to pay any finder's or origination fees. The
Underwriter will indemnify and hold the Company harmless from and
against any and all other expenses, costs, losses, damages and
liabilities to which the Company may become subject by reason of
any claim for finder's, origination or other compensation for
service with respect to the bringing about of this Agreement.
10. All of the foregoing representations, agreements and
warranties shall survive delivery of the payment for all of the
Interests covered by this Agreement.
II
EMPLOYMENT OF THE UNDERWRITER
Upon the foregoing representation, agreements and warranties
and subject to the terms and conditions of this Agreement:
1. (a) The Company hereby employs the Underwriter as its
agent to effect sales of up to 150 Interests as set forth in the
Prospectus. The Underwriter agrees to use its best efforts as
agent to sell all of the Interests subject to the terms, provisions
and conditions of the Agreement, during the period commencing with
the receipt of the written notice of the Effective Date of the
Registration Statement and ending: (i) on the second anniversary
of the Effective Date; (ii) upon sale of all of the Interests; or
(iii) at such earlier date as the Company shall designate by notice
to you in writing, unless the parties agree to extend such period
of time.
2. The Interests shall be offered to the public at the price
set forth in the Prospectus.
3. Each person desiring to purchase an Interest will be
required to complete and execute a subscription agreement and a
signature page, and to return them together with a check payable to
the order of "Charthouse Suites Vacation Ownership, Inc." or the
escrow agent, in the amount of the purchase price of such Interests
and any other documents that may be required or advisable under
state securities laws or by the Company. The Underwriter, or such
Soliciting Dealer, shall ascertain that each subscription agreement
and each signature page sent in by a prospective purchaser of
Interests have been completed and executed by such prospective
purchaser and that each check has been written as stated above and
shall then forward such subscription agreement, such signature page
and such check to the Company's escrow agent at the aforementioned
address. In the event a subscriber's check is made payable other
than as specified above, Underwriter shall immediately return the
same to the subscriber. The Underwriter shall make provisions for
its own receipt of any and all checks delivered to a Soliciting
Dealer by the end of the next business day following Soliciting
Dealer's receipt thereof.
Within 48 hours after receipt of the subscription documents by
the Company:
(a) the Company will either accept or reject the
proposed purchaser as a Holder, it being understood that the
Company reserves the right to reject the tender of any signature
page and to reject all tenders; and
(b) such investor's check will either be deposited by
the Company into the escrow account or returned to the Holder, in
the event of acceptance or rejection, respectively. Should the
Company determine to accept the tender of the signature page, the
Company will promptly advise the Underwriter of such action. If
the Company rejects the tender of the signature page, it will
promptly notify the Underwriter in writing of the determination.
Nothing contained in the foregoing paragraph shall be
construed to impose upon the Company the responsibility of assuring
that prospective Holder meets the suitability standards contained
in the Prospectus or to relieve you or any Soliciting Dealer of the
responsibility of complying with Conduct Rules of the NASD. In
recommending an investment in the Company, the Underwriter (or, if
applicable, Soliciting Dealer) shall:
(a) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning his investment
objectives, other investments, financial situation and needs, and
any other information known by the Underwriter that:
(i) the participant is or will be in a financial
position appropriate to enable him to realize to a significant
extent the benefits described in the Prospectus, including use of
the Chart House Suites hotel;
(ii) the participant has a fair market net worth
sufficient to sustain the risks inherent in the program, including
loss of investment and lack of liquidity; and
(iii) the program is otherwise suitable for the
participant.
Prior to executing a purchase transaction in this Offering,
the Underwriter (or, if applicable, Soliciting Dealer) shall inform
the prospective purchaser of all pertinent facts relating to the
liquidity and marketability of the program during the term of the
Company. The Underwriter (or, if applicable, Soliciting Dealer)
shall further maintain in its files documents disclosing the basis
upon which the determination of suitability was reached as to each
participant.
Notwithstanding the foregoing provisions, Underwriter (or, if
applicable, Soliciting Dealer) shall not execute any transaction in
the Company in a discretionary account without prior written
approval of the transaction by the customer.
4. The total payments made to all dealers, including the
Underwriter and Soliciting Dealers in connection with the offering,
will not exceed 7% of the gross issue price of the offering, or up
to 10%, including other expense reimbursement in connection with
due diligence activities, plus any special sales incentives as may
be agreed upon by the parties in writing.
5. The Underwriter shall have the right to associate with
such other underwriters or broker-dealers as it may determine, who
shall be members of the NASD (the "Soliciting Dealers"). Such
Soliciting Dealers shall become parties hereto by executing a
Soliciting Dealer Agreement, in which event, the term "Underwriter"
shall be construed as Decade Securities Corp., and such Soliciting
Dealers, and in such event Decade Securities Corp. shall be the
Managing Dealer.
6. This Agreement and the Company's obligations hereunder
may be canceled upon 60 days' written notice, without liability on
the part of the Company. Notice of such cancellation shall be
given to the Underwriter at its principal place of business.
III
FURTHER AGREEMENTS OF THE COMPANY
The Company agrees, at its expense and without expense to the
Underwriter, as follows:
1. To make available, and to continue to make available, and
supply such financial statements and other information to and as
may be required by the Commission or the proper public bodies in
the states in which the Interests may be registered for sale.
2. As soon as the Company is informed thereof, to orally
advise the Underwriter as follows:
(a) when the Registration Statement becomes effective;
(b) when any post-effective amendment to the
Registration Statement becomes effective;
(c) of any request of the Commission for amendments to
the Registration Statement or related Prospectus or for additional
information;
(d) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of
the initiation of any proceedings for that purpose; and
(e) of any material adverse change in its financial
position or operating condition and of any development materially
affecting the Company or rendering untrue or misleading any
material statement in the Registration Statement or Prospectus.
3. To make every reasonable effort to prevent the issuance
of any stop order suspending the effectiveness of the Registration
Statement, and, if such stop order is entered at any time, the
Company shall use its best efforts to obtain withdrawal of the same
at the earliest possible moment.
4. To make available to the Underwriter (a) prior to the
Effective Date, copies of such preliminary Prospectus filed with
the Commission bearing in red ink the statement required by the
rules of the commission, (b) on and from time to time after the
Effective Date, copies of the Prospectus and, if applicable, of any
amended or supplemented Prospectus; and (c) as soon as they are
available and from time to time thereafter, copies of each
Prospectus prepared for the purpose of permitting compliance with
Section 10 of the Act and, if applicable, of any amended or
supplemented Prospectus; and the number of copies to be delivered
in each such case will be such as the Underwriter may reasonably
request.
5. To make available for your inspection, one executed copy
of the Registration Statement, including all exhibits and
amendments thereto.
6. For the period after the Effective Date during which the
Prospectus is required by law to be used, if any change shall have
occurred as a result of which the Prospectus includes an untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading, forthwith
to prepare and make available to the Underwriter supplements or an
amended Prospectus correcting the untrue statements or supplying
the omission.
7. In the event that revisions of the Prospectus, pursuant
to the provisions of Section 10 of the Act, shall become necessary
to the Prospectus, to file copies thereof with the Commission, and
to make available copies of the amended, supplemented or revised
Prospectus to the Underwriter.
8. To use its best efforts in causing the Interests covered
by this Agreement to be registered for sale on terms consistent
with those stated in the effective Registration Statement under the
so-called Blue Sky Laws in such states as may be agreed upon.
9. If applicable, to issue to its Holders financial
statements prepared by an independent certified public accountant
and to make the same available to the Underwriter at least
annually.
IV
INDEMNITY PROVISIONS
1. The Company agrees to indemnify, defend and hold each
Underwriter (including, specifically, such Underwriter added as
provided in Article II hereof), and each person, if any, who
controls any such Underwriter within the meaning of Section 15 of
the Act, free and harmless from and against any losses, claims,
damages, liabilities or expenses (including reasonable legal or
other expenses incurred by each such Underwriter and controlling
person in connection with defending any such claims or liabilities,
whether or not resulting in any liability to such Underwriter or to
any controlling person), to which such Underwriter or controlling
person may become subject under the Act or otherwise insofar as
such losses, claims, damages, liabilities, expenses or actions in
respect thereof arise out of or are based upon (a) any untrue
statement or alleged untrue statement of material fact contained in
(i) the Registration Statement or any post-effective amendment
thereof (or supplement to the Prospectus), (ii) any Sales
Literature, or (iii) any Blue Sky Application, or (b) the omission
or alleged omission to state in the Registration Statement or any
post-effective amendment thereof or in any Sales Literature or in
any Blue Sky Application, a material fact required to be stated
therein or necessary to make the statements therein not misleading,
or (c) any untrue statements or alleged untrue statements of a
material fact contained in any preliminary Prospectus, if used
prior to the Effective Date, or in the Prospectus (if applicable,
as amended or as supplemented if the Company shall have filed with
the Commission any amendment thereof or supplement thereto), or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; and will reimburse each Underwriter
and Soliciting Dealer and each such controlling person for any
legal or other expenses reasonably incurred by such Underwriter,
Soliciting Dealer 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 in
reliance upon and in conformity with information furnished to the
Company by or on behalf of any Underwriter or any Soliciting Dealer
specifically for use with reference to such Underwriter or such
Soliciting Dealer in the preparation of the Registration Statement
or any such post-effective amendment thereof or any such Blue Sky
Application or any such preliminary Prospectus or the Prospectus or
any such amendment thereof or supplement thereto. The foregoing
indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, alleged untrue statement, omission
or alleged omission made in any preliminary Prospectus (or the
Prospectus) but eliminated or remedied in the Prospectus (or in any
amendment thereof or supplement thereto), such indemnity agreement
shall not inure to the benefit of any Underwriter or any Soliciting
Dealer from whom the person asserting any loss, liability, claim or
damage purchased the Interest which is the subject thereof (or to
the benefit of any person who controls such Underwriter or such
Soliciting Dealer), if a copy of the Prospectus (or of the
Prospectus as so amended or supplemented) was not sent or given to
such person at or prior to the time the subscription of such person
was accepted by the Company. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
2. The foregoing indemnity of the Company in favor of the
Underwriter shall not be deemed to protect the Underwriter against
any liability to the Company or its Holders to which the
Underwriter would, otherwise, be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
their duties, or by reason of their reckless disregard of their
obligations and duties under this Agreement.
3. The Underwriter agrees to give the Company an opportunity
to participate in the defense, or preparation of the defense, of
any action brought against any such Underwriter or controlling
person of such Underwriter to enforce any such claim or liability,
and the Company shall have the right so to participate. The
agreement is the Company, under the foregoing indemnity, is
expressly conditioned upon notice of any such action having been
sent by such Underwriter or controlling person, as the case may be,
to the Company, by letter (addressed to the principal place of
business of the Company), promptly after the commencement of such
action against such Underwriter or controlling person, such notice
either being accompanied by copies of papers served or filed in
connection with such action or by a statement of the nature of the
action to the extent known to such Underwriter. Failure to notify
the Company within a reasonable time of any such action shall
relieve the Company of its respective liabilities under the
foregoing indemnity, but failure to notify the Company as herein
provided shall not relieve it from any liability, which it may have
to any Underwriter or controlling person other than on account of
the indemnity agreement contained in this Section.
4. The Underwriter and, if applicable, Soliciting Dealer
jointly and severally likewise agree to indemnify and hold harmless
the Company against any losses, claims, damages or liabilities to
which the Company becomes subject under the Act, or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (a) any untrue
statement or alleged untrue statement of a material fact contained
in (i) the Registration Statement or any post-effective amendment
thereof, or (ii) any Blue Sky Application, or amendments thereto;
or (b) the omission or alleged omission to state in the
Registration Statement or any post-effective amendment thereof, a
material fact required to be stated therein or necessary to make
the statements therein not misleading resulting from the use of
information furnished to the Company by the Underwriter for use in
the preparation of the Registration Statement or in any amendment
or amendments to the Registration Statement or in any Blue Sky
Application; or (c) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary
Prospectus, if used prior to the Effective Date or in the
Prospectus (as amended, or as supplemented, if the Company shall
have filed any amendment thereof or supplement thereto) or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon
and in conformity with written information furnished to the Company
by or on behalf of such Soliciting Dealer in the preparation of the
Registration Statement or any such post-effective amendment thereof
or any such Blue Sky Application or any such preliminary Prospectus
or the Prospectus or any such amendment thereof or supplement
thereto; and will reimburse any legal or other expense reasonably
incurred by the Company in connection with investigating or
defending any such loss, claim, damage, liability or action. This
indemnity agreement will be in addition to any liability which such
Underwriter or such Soliciting Dealer may otherwise have.
5. The Company agrees to give each Underwriter an
opportunity to participate in the defense or preparation of the
defense of any action brought against the Company or such persons
to enforce any such claim or liability, and such Underwriter shall
have the right so to participate. The agreement of such
Underwriter under the foregoing indemnity is expressly conditioned
upon notice of any such action having been sent by the Company to
such Underwriter (by letter or by telegram addressed as in this
Agreement hereinafter provided for), promptly after the
commencement of such action against the Company, such notice either
being accompanied by copies of papers served or filed in connection
with such action or by a statement of the nature of the action to
the extent known to the Company. Failure to notify such
Underwriter of any action shall relieve such Underwriter of its
liability under the foregoing indemnity, but failure to notify such
Underwriter as herein provided shall not relieve such Underwriter
from any liability, which such Underwriter may have to the Company
or the Holders otherwise than on account of the indemnity agreement
contained in this Article.
6. The provisions of this Article shall not, in any way,
prejudice any right or rights which any Underwriter may have
against the Company or the Company may have against any Underwriter
under any statute other than the Act, at common law or otherwise.
V
PAYMENT OF EXPENSES
The Company agrees, at its own expense and without expense to
the Underwriter, to pay all costs and expenses incident to this
Agreement, including, but without limitation, all expenses in
connection with the preparation, printing and filing of the
Registration Statement or any post-effective amendment thereof,
together with all exhibits; to pay all filing fees and costs,
charges or disbursements connected with the issue and delivery of
the Interests covered by this Agreement; and to pay all reasonable
expenses incurred in connection with the registration of the
Interests under the securities or Blue Sky Laws of the states
agreed upon.
VI
PUBLIC OFFERING
The Underwriter agrees to make a public offering of the
Interests covered by this Agreement as soon after the Effective
Date as is advisable in accordance with and as set forth in the
Registration Statement. If applicable, such public offering will
be made through Soliciting Dealers as described herein.
VII
CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF THE UNDERWRITER
It is understood that the obligations of the Underwriter
hereunder shall be conditioned upon:
1. The approval of counsel for the Underwriter of: the form
and content of the Registration Statement; the organization and
present legal status of the Company; and the legality and validity
of the authorization and sale of Interests to be offered hereunder,
which approval shall not be unreasonably withheld.
2. The performance by the Company of all the obligations on
its part to be performed hereunder, and the truth, completeness and
accuracy of all statements and representations contained herein or
any financial statements furnished hereunder.
3. The fact that no substantial claims shall be made or
legal action for substantial amounts be instituted or reasonable
basis therefor be discovered against the Company.
4. The fact that the Registration Statement shall become
effective on such later date as may be agreed upon, and that no
amendment to the Registration Statement shall have been filed to
which the Underwriter shall have reasonably objected after having
received reasonable notice; and that no stop order suspending the
effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been threatened or
instituted.
VIII
MISCELLANEOUS
This Agreement shall inure to the benefit of, and be binding
upon, the Underwriter (including, specifically, such Underwriter as
may be added as provided in Article II hereof), the Company and its
successors, and the term "successors" as used in this Agreement
shall not include any purchaser, as such purchaser, of any of the
Interests. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person other than the
persons mentioned in the preceding sentence any legal or equitable
right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained this Agreement and all conditions
and provisions hereof being intended to be, and being, for the sole
exclusive benefit of such person and for the benefit of no other
persons, except that the warranties, indemnities and agreements of
the Company contained herein shall also be for the benefit of any
persons, if any, who control any Underwriter within the meaning of
Section 15 of the Act, and except that the indemnification by the
Underwriter shall be for the benefit of the Company and such
persons as shall have signed the Registration Statement.
IX
TERMINATION
Any termination of this Agreement, pursuant to this Article,
shall be without liability of the Company to Underwriter or the
Soliciting Dealers, except as otherwise provided herein, and
without liability on the Underwriter's part or the part of the
Soliciting Dealers to the Company.
Any notice referred to above may be given at the Company's
principal place of business in writing, orally or by telephone, and
if orally or by telephone, shall be immediately confirmed in
writing.
X
NOTICE
Any notice required or permitted to be given hereunder may be
given orally or in writing by depositing the same in the United
States Mail postage prepaid, addressed as follows:
To the Underwriter: Decade Securities Corp.
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
To the Company: Charthouse Suites Vacation
Ownership, Inc.
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
With a copy to: Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx & Xxxxx
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided for
such purpose. This letter, upon its acceptance, will set forth the
entire agreement between us and no representations, warranties,
understandings or agreements not herein specifically set forth
shall be implied therefrom.
Very truly yours,
Charthouse Suites Vacation
Ownership, Inc.
By: _____________________________
Xxxxxxx Xxxxxxxxxx,
President
The foregoing agreement is hereby confirmed and accepted as of the
date first above written.
DECADE SECURITIES CORP.
By: _____________________________
President
