Exhibit 1.2
700,000 Shares
WORLDWIDE FOREST PRODUCTS, INC.
AGREEMENT AMONG UNDERWRITERS
------------------------------
New
York, New York
1996
Castle Securities Corp.
00 Xxxxxx Xxxxxx, Xxxxx #00
Xxxxxxxx, Xxx Xxxx 00000
Dear Sirs:
We wish to confirm as follows our agreement with you with respect
to (a) the
purchase by you and the other underwriters, including ourselves
(the
"Underwriters"), named in Schedule A to the Underwriting
Agreement described
below, severally and not jointly from Worldwide Forest Products,
Inc. a
Colorado corporation, (the "Company"), of an aggregate of 700,000
shares of
Common Stock, $.0075 par value per share of the Company (the
"Firm Shares"),
(b) the grant by the Company of an option to purchase up to an
aggregate of
70,000 additional shares of Common Stock (the "Option Shares")
upon the terms
set forth in the Underwriting Agreement (the Firm Shares and the
Option Shares
so purchased or to be purchased are hereinafter called the
"Shares"), and (c)
the public offering and sale of the Shares. The obligations of
the several
underwriters to purchase Shares pursuant to the Underwriting
Agreement are
hereinafter called their "underwriting obligations".
1. Authority of Representative
---------------------------
We authorize you as our Representative and on our behalf to:
(a) execute the Underwriting Agreement in substantially the
form annexed
hereto as Exhibit A, with such changes therein as you may approve
(the
"Underwriting Agreement"), including changes in those who are to
be
Underwriters and the respective number of Firm Shares to be
purchased by them,
but not without our approval any change in the number or price of
the Firm
Units to be purchase by us except as contemplated thereby or
hereby;
(b) cause the public offering of the Shares to be made on the
effective
date of the Registration Statement, or as soon thereafter as in
your judgment
is advisable, at the public offering price set forth on the cover
page of the
Prospectus (the "initial public offering price"), provided that
the time
within which the Registration Statement is required to become
effective
pursuant to the Underwriting Agreement will not be extended more
than 24 hours
by you without the approval of a majority in interest (including
yourselves)
of the Underwriters;
(c) fix the concessions to the dealers and, in your
discretion, change
them and the public offering price after commencement of the
public offering;
(d) take, in your discretion, such action as is authorized or
contemplated
by the Underwriting Agreement, including designating and
postponing the
Closing Date and exercising on behalf of the Underwriters any
right of
termination of the Underwriting Agreement, and determine, in your
discretion,
the compliance with the requirements of Section 9 of the
Underwriting
Agreement of the certificates, letters and opinions delivered to
your pursuant
thereto;
(e) approve on behalf of the Underwriters the filing of any
amendments or
supplements to the Registration Statement or the Prospectus;
(f) during the term of this Agreement or during such longer
period as may
be necessary to cover a short position incurred for the accounts
of the
several Underwriters pursuant to this Section l(f), (
i
) buy and sell Shares,
in addition to sales of Shares made pursuant to Section l(h) or
l(
i
), in the
open market or otherwise, on a "when-issued" basis or otherwise
for either
long or short account, on such terms and at such prices as you
shall deem
desirable and (ii) in arranging for sales of Shares pursuant to
Section l(h)
or l(
i
), over-allot and cover any such over-allotment, at your
discretion, by
purchasing Units, exercising the over-allotment option referred
to in Section
4(b) of the Underwriting Agreement or both, it being understood
that you may
have made purchases of outstanding securities prior to the
execution of this
Agreement and that all such purchases and sales and
over-allotments shall be
made for the accounts of several Underwriters as nearly as
practicable in
proportion to their respective underwriting obligations relative
to Firm
Shares; provided, however, that our net position resulting from
such purchases
and sales and over-allotments shall not at any time exceed,
either for long or
short account, 10% of the aggregate initial public offering price
of the
Shares which we are or become obligated to purchase, and if you
engage in any
such transactions to file with the Securities Exchange Act of
1934, as amended
(the "Exchange Act");
(g) determine the form and manner of any public advertisement
of the
public offering of the Shares;
(h) reserve for sale and sell on our behalf to institutions
or other
persons selected by you, at the public offering price, such
number of Shares
purchased by us from the Company as you shall determine; such
sales shall be
made for the respective accounts of the several Underwriters as
nearly as
practicable in proportion to their underwriting obligations;
(
i
) reserve for sale and sell under Selling Agreements
substantially in
the form annexed hereto as Exhibit B, with such changes therein
as you may
make pursuant to authority granted to you herein (the "Selling
Agreements"),
on our behalf such number of Shares as you shall determine to
dealers selected
by you who are members of the National Association of Securities
Dealers, Inc.
(the "NASD"), and among whom you may include any of the
Underwriters, or to
foreign banks, dealers or institutions not registered under the
Exchange Act
which agree to make no sales within the United States, its
territories or
possessions or to persons who are citizens thereof or residents
therein and in
making sales to comply with the NASD's interpretation with
respect to free
riding and withholding; such sales shall be made for the account
of each
underwriter for whose account Shares have been reserved as nearly
as
practicable in the proportion that the number of Shares of such
Underwriter
reserved for such sales bears to the total number of Shares so
reserved;
(j) if you deem it inadvisable in arranging sales of Shares
for our
account hereunder to sell Shares to any particular dealer or
other buyer
because of the securities or "blue sky" laws of any jurisdiction,
sell such
Shares to one or more Underwriters (
i
) in the case of sales for resale to
dealers, at the public offering price less such amount, not in
excess of the
concession to dealers, as you may determine and (ii) in the case
of all other
sales, at the public offering price, the transfer tax, if any, on
any such
sales among Underwriters shall be treated as an expense and
charged to the
respective accounts of several Underwriters in proportion to
their respective
underwriting obligations;
(k) advance your own funds as set forth in Section 3,
charging current
interest rates, or arrange loans for our account in connection
with the
purchase, carrying and sale of the Shares, and in connection
therewith hold or
pledge as security therefor all or any of the Shares held by you
for our
account;
(1) file a request for acceleration of the effective date of
the
Registration Statement which, if no review of the Registration
Statement has
been or will be made by the Commission's staff, will confirm that
we are aware
of our responsibilities under the Exchange Act and the Securities
Act of 1933,
as amended (the "Securities Act"), and applicable rules and
regulations
thereunder; and, to the extent you deem advisable, file any
notice,
application or other document required by the securities or "blue
sky" laws or
regulations of any jurisdiction in connection with the offering
of the Shares;
(m) except as otherwise expressly provided therein or herein,
exercise all
the authority and discretion vested in the Underwriters or in you
by the
provisions of the Underwriting Agreement and take all such action
as you may
believe necessary or desirable to carry out the intent and
provisions of the
Underwriting Agreement and of this Agreement; and
2. Provisions Governing Reserved and Retained Shares.
------------------------------------------------
(a) You will advise us from time to time of the number of
Shares purchased
by us from the Company reserved for sale pursuant to Sections
l(h) and l(
i
)
and the Shares which have been over-allotted, purchased or sold,
as the case
may be, for our account pursuant to Section l(f). Your failure to
so advise us
shall not relieve us of any obligation hereunder or under the
Underwriting
Agreement.
(b) We shall retain for direct sale the Shares not so
reserved and
reserved Shares which, at our request and in your discretion, you
release to
us for direct sale.
(c) At your request, we will release to you any of the Shares
retained by
us, including any released to us pursuant to Section 2(b), then
unsold for
sale by you pursuant to Sections l(h) and l(
i
).
3. Delivery and Payment.
---------------------
(a) On the Closing Date and subject to the provisions of this
Section 3,
acting as our agent, you will pay the Company, for our account,
for the number
of Firm Shares which we have agreed to purchase upon delivery
thereof to you;
with respect to any Option Shares which we become obligated to
purchase, on
the Option Closing Date and subject to the provisions of this
Section 3,
acting as our agent, you will pay the Company for our account,
for all such
Option Shares upon delivery thereof to you. We hereby authorize
you' as our
Representative, at your option, to select either of the
alternatives outlined
in clauses (
i
) and (ii) of the next succeeding paragraph with respect to Firm
Shares and either of the alternatives outlined in clauses (iii)
and (iv) of
the next succeeding paragraph with respect to Option Shares.
(b) We will deliver to you at such office as you may
designate, at or
before 8:30 a.m., New York time, on the Closing Date referred to
in the
Underwriting Agreement a certified or official bank check,
payable to the
order of Royce Investment Group Inc., in New York Clearing House
funds, in an
amount equal to the aggregate initial public offering price less
the aggregate
concession to dealers in respect of (
i
) that portion of the Firm Shares which
we have agreed to purchase which has not been reserved pursuant
to Sections
l(h) and l(
i
) or (ii) the Firm Shares which we have agreed to purchase. As
promptly as possible thereafter you shall make delivery to us of
that portion
of the Firm Shares which we have agreed to purchase which has not
been
reserved pursuant to Sections l(h) and l(
i
). On notice from you we will
deliver to you, in such form and at such time and place as you
shall direct,
funds in an amount equal to the aggregate initial public offering
price less
the aggregate concession to dealers in respect of (iii) that
portion of any
Option Shares which we become obligated to purchase which has not
been
reserved pursuant to Sections l(h) and l(
i
) or (iv) the Option Shares which we
have become obligated to purchase. As promptly as possible
thereafter you
shall make delivery to us of that portion of the Option Shares
which we have
agreed to purchase which has not been reserved pursuant to
Sections l(h) and
l(
i
). Upon receipt by you of payment for the Shares sold for our
account which
have been paid for by us, you will promptly remit to us a sum
equal to the
amount paid by us for such Shares. If we are a participant of The
Depository
Trust Company you may, in your discretion, deliver our Shares
through their
facilities.
(c) At any time on or after the Closing Date we shall, on
demand:
(
i
) accept delivery of any of the Shares held by you for our
account
and, to the extent not previously paid, pay to you the aggregate
public
offering price, less the aggregate concession to dealers, with
respect
thereto;
(ii) deliver against payment therefor any Shares sold
or
over-allotted for our account pursuant to Section 1(f);
(iii) accept delivery of Shares purchased for our
account pursuant
to Section 1(f) and reimburse you for any amount paid by you
therefor;
(iv) accept delivery, for carry purposes only, of any
Shares held by
you for our account which have been reserved for sale but not
sold and paid
for, and, if we shall have received payment from you in respect
of any such
Shares, reimburse you for the full amount which you shall have
paid us in
respect thereof;
(v) redeliver to you any Shares delivered to us
pursuant to the next
preceding clause; and
(vi) pay such transfer taxes, if any, as may be
assessed and paid
after the Closing Date on account of any sale or transfer for our
account.
(d) If we fail (whether or not such failure shall constitute
a default
hereunder) to deliver to you, or you fail to receive, our check
in the
required amount for the Shares which we have agreed to purchase
at the time
and in the manner provided in this Section 3, you, individually
and not as
Representative, are authorized (but shall not be obligated) to
make payment to
the Company for such Shares for our account, but any such payment
shall not
relieve us of any of our obligations under the Underwriting
Agreement or under
this Agreement, and we agree to pay you on demand the amounts so
advanced for
our account.
(e) If, pursuant to the provisions of Section l(f) and prior
to the
termination of the Selling Agreements or prior to such earlier
date as you may
determine, you purchase or contract to purchase in the open
market or
otherwise any Shares which were retained by or released to us for
direct sale
(including any Shares represented by certificates which may have
been issued
on registration of transfer or exchange of certificates
originally
representing such Shares) we authorize you, at your election,
either to (
i
)
charge our account with an amount equal to the concession to
dealers with
respect to such Shares, which amount shall be credited against
the cost of
such Shares, (ii) require us to repurchase such Shares at a price
equal to the
cost of such purchase, including commissions and transfer taxes,
if any, on
the
redelivery
, or (iii) sell such Shares for our account at such prices and
upon such terms and to such persons, including any of the
Underwriters, as you
may determine, charging the amount of any loss and expense or
crediting the
amount of any profit, less any expense, resulting from such sale
to our
account.
(f) We authorize you to charge to our account our
proportionate share
(based on the underwriting obligations of the Underwriters) of
all expenses,
including all transfer taxes paid on our behalf on sales or
transfers made for
our account pursuant to any provisions of this Agreement,
incurred by you
under the terms of this Agreement or in connection with the
purchase, carrying
and sale of the Shares. Your determination of such expenses and
your
allocation thereof shall be final and conclusive.
(g) Funds for our account at any time in your hands as
Representative may
be held in your general funds without accountability for
interest.
(h) We agree to pay our proportionate share of any
unforeseen expenses or
liabilities of, or charges against, the several Underwriters.
(
i
) You may establish such reserves as you may deem advisable
against any
expenses or claims not ascertained, and the determination by you
of the
amounts so to be paid to or by us shall be final and conclusive.
4. Representative's Compensation.
------------------------------
We authorize you to charge to our account, as compensation
for your
services in connection with this underwriting, including the
purchase from the
Company of the Shares and the management of the offering, an
amount equal to
$ per Unit for each Firm Unit which we have agreed to purchase
and each
Option Unit which we become obligated to purchase under the
Underwriting
Agreement.
5. Underwriter's Representations and Agreements.
--------------------------------------------
(a) We have not effected and will not effect any
transaction in
violation of the provisions of Rule
00x
-0 xxxxx xxx Xxxxxxxx Xxx applicable to
this offering, and we will not, until such time as we have
distributed the
Shares which we purchase from the Company and the provisions of
Section l(f)
have been terminated, bid for, purchase, sell or deal in, or
attempt to induce
others to purchase Shares, other Shares of Common Stock of the
Company, or
Warrants except (
i
) as provided in this Agreement, the Selling Agreements and
the Underwriting Agreement or otherwise approved by you, (ii) in
brokerage
transactions not involving solicitation of the customer's order
and (iii) in
connection with option and option-related transactions which are
consistent
with the "no-action" positions set forth in Release No. 34-17609
under the
Exchange Act. An opening uncovered writing transaction in options
to acquire
Shares, other Shares of Common Stock of the Company for our
account or for the
account of a customer shall be deemed, for purposes of the
preceding sentence,
to be a sale of Shares or other Shares of Common Stock of the
Company which is
not unsolicited. The term "opening uncovered writing transaction"
means in
opening sale transaction where the seller intends to become a
writer of an
option to purchase any Shares or other Shares which it does not
own or have
the right to acquire upon exercise of conversion or option
rights.
(b) We will file with you, within five business days
following the date
of termination of any stabilizing transaction of which you shall
have notified
us, duplicate originals of a report "not as manager" on Form X
-17A
-1 in
accordance with the requirements of Rule
17a
-2(e) under the Exchange Act.
(c) We have examined the Registration Statement and the
preliminary
prospectus as amended to date, and are familiar with the terms of
the offering
which are to be reflected in the proposed final amendment to the
Registration
Statement. We confirm that the information relating to us which
has been
furnished by us to the Company for use therein is correct.
(d) We represent that we are a member in good standing of
the NASD, or,
if we are not such a member, we are a foreign bank, dealer or
institution not
registered under the Exchange Act which agrees to make no sales
within the
United States, its territories or possessions or to persons who
are citizens
thereof or residents therein (except participation in group sales
under
Section l(h) hereof), and in making sales to comply with the
NASD's
interpretation with respect to free riding and withholding. In
connection with
any purchase or sale of any of the Shares with respect to which a
selling
concession, discount or other allowance is received or granted by
us, we agree
(
i
) to comply with Section 2740 of the Conduct Rules of the NASD
and (ii) if
we are not a member of the NASD to comply as through we were a
member with the
provisions of Sections 2730 and 2750 of such Conduct Rules and to
comply with
Section 2420 thereof as that section applies to a non-member
broker or dealer
in a foreign country. We are and shall continue to be in
compliance with all
securities laws and the rules and regulations promulgated
thereunder, and all
requirements of the NASD the Board of Governors of the Federal
Reserve System
and securities exchanges applicable to us.
(e) We, and any affiliate of ours engaged in the retail
distribution of
securities which is used by us in connection with the offering of
the Shares,
will comply with the applicable provisions of the Selling
Agreement. We will
not sell any Shares at a price less than the public offering
price except to
persons who have entered into the Selling Agreement.
(f) We understand and agree that compliance with the
securities or "blue
sky" laws in each jurisdiction where we shall offer or sell any
of the Shares
shall be our sole responsibility and that you assume no
responsibility as to
the eligibility of the Shares for sale or our right to sell the
Shares in any
jurisdiction.
(g) Default by any one or more of the Underwriters in
respect of their
several obligations under the Underwriting Agreement shall not
release us from
any of our obligations, except as expressly set forth in the
Underwriting
Agreement. In case of such default by one or more Underwriters,
you are
authorized either to increase, pro rata in accordance with the
underwriting
obligations of the other non-defaulting Underwriters, the number
of Shares
which we shall be obligated to purchase from the Company, or to
make such
other arrangements among the Underwriters or otherwise as you may
determine,
provided that the aggregate of all such increases and the
increases in the
underwriting obligations of the other non-defaulting Underwriters
shall not
exceed 10% of the total number of Shares which the Underwriters
are obligated
to purchase; and, if the aggregate number of Shares not taken up
by such
defaulting Underwriters exceeds 10% of the total number of Shares
which the
Underwriters were obligated to purchase, you are further
authorized, but shall
not be obligated, to arrange for the purchase by other persons,
who may
include yourselves, of all or a portion of the number of Shares
not taken up
by such Underwriters. In the event any such arrangements are
made, the
respective number of Shares to be purchased by the non-defaulting
Underwriters
and by any such other person or person shall be taken as the
basis for the
underwriting obligations under this Agreement, but this shall not
in any way
affect the liability of any defaulting Underwriter to the other
Underwriters
for damages resulting from such default.
(h) In the event of the failure of one or more Underwriters
to accept
delivery of any pay for any Shares purchased by you for their
respective
accounts pursuant to Section l(f) or to deliver any of such
Shares sold or
over-allotted by you for their respective accounts pursuant to
Section l(f),
and to the extent that arrangements shall not have been made by
you for other
persons to assume such obligations of such defaulting Underwriter
or
Underwriters, you are authorized to increase, pro rata in
accordance with the
initial underwriting obligations of the non-defaulting
Underwriters, our
obligation hereunder insofar as it relates to such Shares,
without relieving
any such defaulting Underwriter of its liability therefor.
(
i
) For a period of 40 days after the Effective Date of the
Registration
Statement, or until completion of the public offering of the
Shares, whichever
is later, we will provide a copy of the Prospectus to any person
making a
written request therefor.
6. Indemnification, Liabilities, Claims and Contributions.
-----------------------------------------------------
(a) We will indemnify and hold harmless each other
Underwriter and each
person, if any, who controls such Underwriter within the meaning
of Section 15
of the Securities Act to the extent that, and upon the terms upon
which, each
Underwriter agrees to the Underwriting Agreement to indemnify and
hold
harmless the Company and the Selling Shareholders.
(b) We will pay, upon your request, our proportionate share,
based upon
our underwriting obligation, of any losses, damages, liabilities
or expenses,
joint or several, paid or incurred by any Underwriter to any
person other than
an Underwriter, arising out of or based upon any untrue statement
or alleged
untrue statement of any material fact contained in the
Registration Statement,
the Prospectus, any amendment or supplement thereto or any
preliminary
prospectus or any other selling or advertising material approved
by you for
use by the Underwriters in connection with the sale of the
Shares, or the
omission or alleged omission to state therein a material fact
required to be
stated therein or necessary to make the statements therein not
misleading
(other than an untrue statement or alleged untrue statement or
omission or
alleged omission made in reliance upon and in conformity with
written
information furnished to the Company by an Underwriter
specifically for use
therein) and such proportionate share of any legal or other
expenses
reasonably incurred by you or with your consent in connection
with
investigating or defending any claim or action in respect of such
loss,
damage, liability or expense. In determining the amount of our
obligation
under this Section 6(b), appropriate adjustment may be made by
you to reflect
any amounts received from the Company by any one or more
Underwriters in
respect of such claim pursuant to Section 10 of the Underwriting
Agreement or
otherwise. There shall be credited against any amount paid or
payable by us
pursuant to this Section 6(b) any loss, damage, liability or
expense which is
incurred by us as a result of any such claim asserted against us,
and if such
loss, damage, liability or expense is incurred by us subsequent
to any payment
by us pursuant to this Section 6(b), appropriate provision shall
be made to
effect such credit, by refund or otherwise. If any such claim is
asserted, you
may take such action in connection therewith as you deem
necessary or
desirable, including retention of counsel for the Underwriters
and in your
discretion separate counsel for any particular Underwriter or
group of
Underwriters. In determining amounts payable pursuant to this
Section 6(b) and
loss, damage, liability or expense incurred by any person
controlling any
Underwriter within the meaning of Section 15 of the Securities
Act which has
been incurred by reason of such control relationship shall be
deemed to have
been incurred by such Underwriter. Any Underwriter may elect to
retain at its
own expense its own counsel. You may settle or consent to the
settlement of
any such claim with the approval of a majority in interest of the
Underwriters
on advice of counsel retained by you. Whenever you receive notice
of the
assertion of any claim to which the provisions of this Section
6(b) would be
applicable, you will give prompt notice thereof to each
Underwriter. You will
also furnish each Underwriter with periodic reports, at such
times as you deem
appropriate, as to the status of such claim and the action taken
by you in
connection therewith. If any Underwriter or Underwriters default
in their
obligation to make payments under this Section 6(b), each
non-defaulting
Underwriter shall be obligated to pay its proportionate share of
all defaulted
payments, based upon such Underwriter's underwriting obligation
as related to
the underwriting obligations of all non-defaulting Underwriters.
Nothing
herein shall relieve a defaulting Underwriter from liability for
its default.
(c) We will pay, upon your request, our proportionate share,
based on our
underwriting obligation, of any liabilities incurred in respect
of any claim
or claims asserted against the Underwriters or any of them, based
on any claim
that the Underwriters, or any of them, constitute an association,
unincorporated business or other separate entity, including in
each case such
proportionate share of any expenses incurred in defending against
such claim
or claims.
(d) The provisions of this Section 6 shall survive the
termination of
this Agreement or any of the provisions hereof.
7. Position of the Representative.
------------------------------
As Representative, you shall have no liability to us
hereunder or under
any agreement you are authorized hereby to execute and deliver as
Representative; or in respect of the value of the Shares or the
validity or
the form thereof or of the Registration Statement, the
Underwriting Agreement
or other instruments executed by the Company or others; or for or
in respect
of the delivery of the Shares, or for the performance by the
Company or by
others of any agreement on its or their part; nor shall you as
Representative
or otherwise be liable under any of the provisions hereof or for
any matters
connected herewith, except for want of good faith, and except for
any
liability arising under the Securities Act; and no obligation not
expressly
assumed by you as Representative shall be implied from this
Agreement. In
taking action under this Agreement, you shall act only as agent
of the several
Underwriters and in representing the Underwriters hereunder you
shall act as
the Representative of each of them respectively.
8. Termination.
-----------
(a) This Agreement and the Selling Agreements shall
terminate 30 days
from the date hereof unless extended (for an additional period or
periods not
exceeding in the aggregate 30 days) or sooner terminated (at any
time not
prior to the termination of the Selling Agreements) by you by
notice to us to
such effect; provided, however, that no such termination of this
Agreement
shall terminate or otherwise alter or affect the rights and
obligations of the
several Underwriters under Sections 3(c)(ii), 3(c)(iii) and 5(b)
and that you
may, prior to the termination of this Agreement, terminate all or
any of the
provisions of Sections 1(f), 1(h) and 1(
i
).
(b) Upon termination of this Agreement, (
i
) you shall deliver to us any
Shares held for our account pursuant to the provisions of
Sections l(f), l(h)
or l(
i
), provided that if the aggregate value, determined in your
discretion,
of all such Shares of all Underwriters does not exceed 10% of the
aggregate
amount payable to the Company by the Underwriters, you are
authorized in your
discretion to sell such Shares for the accounts of the several
Underwriters at
such prices, on such terms and in such manner as you may
determine and (ii)
our account under this Agreement shall be settled and paid in
accordance with
Section 3.
9. Miscellaneous.
------------
(a) Nothing herein contained shall constitute us as partners
with you or
with the other Underwriters, and our obligations and the
obligations of each
other Underwriters are several in accordance with their
respective
underwriting obligations and are not joint. If for Federal income
tax purposes
the Underwriters as a group should be deemed to constitute a
partnership, then
each Underwriter as a member of the group (as opposed to the
Underwriters
individually) elects to be excluded from the application of
Subchapter
K,
Chapter 1, Subtitle A, of the Internal Revenue Code of 1954, as
amended, and
agrees not to take any position inconsistent with such election.
You, as
Representative of the Underwriters, are authorized, in your
discretion, to
execute and file on behalf of the Underwriters such evidence of
such election
as may be required by the Internal Revenue Service.
(b) Any notice from you to us and from us to you shall be
deemed to have
been duly given if mailed by registered mail or telegraphed to us
at our
address set forth in the Underwriters' Questionnaire or to you
addressed to
you at Castle Securities Corp., 00 Xxxxxx Xxxxxx, Xxxxx #00,
Xxxxxxxx, Xxx
Xxxx 00000, attention: Xxxxxxx X.
Xxxxxx
.
(c) The section headings in this Agreement have been inserted
as a matter
of convenience and reference and are not a part of this
Agreement.
(d) This Agreement shall be governed by and construed in
accordance with
the laws of the State of New York.
(e) No undertaking by you in your capacity as an Underwriter
shall limit
your powers and authority in your capacity as the Representative.
(f) Terms used herein which are deemed in the Underwriting
Agreement and
not defined herein shall have the meaning attributed thereto in
the
Underwriting Agreement.
10. Effectiveness of this Agreement.
--------------------------------
This Agreement is being executed by us in duplicate and
delivered to you.
Upon your confirmation hereof and of agreements in identical form
with each of
the other Underwriters, this Agreement shall constitute a valid
and binding
contract between us.
Very truly yours,
----------------------------
Attorney-in-fact for each of
the several Underwriters
named
In Schedule I to the Under-
writing Agreement.
Confirmed as of the date first written.
Castle Securities Corp.
as Representative
By:
--------------------
