EXHIBIT 1.1
UNDERWRITING AGREEMENT
, 199
[Representative[s] of the
several Underwriters]
Dear Sirs:
Universal Corporation (the "Company") proposes to issue and sell from time
to time certain of its debt securities (the "Securities") registered under the
registration statement referred to below. The Securities will be issued under an
Indenture (the "Indenture"), dated as of February 1, 1991, between the Company
and Chemical Bank, as Trustee, and will have varying designations, interest
rates and times of payment of any interest, maturities, redemption provisions
and other terms, with all such terms for any particular series of the Securities
being determined at the time of the sale. Particular series of the Securities
may be sold to you, and to other firms on whose behalf you may act, for resale
in accordance with the terms of offering determined at the time of sale. The
firm or firms which agree to purchase the Securities are hereinafter referred to
as the "Underwriters" of such Securities.
This Agreement shall apply only to Securities in respect of which a Terms
Agreement shall have been executed as referred to herein.
The Company and the Underwriters agree as follows:
1. PURCHASE AND OFFERING.
(a) The obligations of the Underwriters to purchase the Securities will be
evidenced by an exchange of telegraphic or other written communications (a
"Terms Agreement") at each time the Company determines to sell the Securities.
Each Terms Agreement shall specify the firms which will be Underwriters (who
shall become bound by the terms hereof when the Terms Agreement has been entered
into), the principal amount to be purchased by each Underwriter, the purchase
price to be paid by the Underwriters and the terms of the Securities not already
specified in the Indenture, including, but not limited to, interest rates,
maturities, redemption provisions and sinking fund requirements. Each Terms
Agreement shall also specify the date of delivery and payment for the Securities
and any details of the terms of offering which should be reflected in the
Prospectus Supplement relating to the offering of the Securities. Such
Prospectus Supplement shall set forth the terms contained in the Terms Agreement
and such other information that you and the Company agree at the time the Terms
Agreement is entered into should be included in the Prospectus Supplement.
Insofar as any provision of this Agreement is inconsistent with any Terms
Agreement, the Terms Agreement shall be deemed to control. The obligations of
the Underwriters to purchase the Securities shall be several and not joint. It
is understood that the Underwriters propose to offer the Securities for sale as
set forth in such Prospectus Supplement.
(b) Payment of the purchase price for the Securities shall be made to the
Company or its order by wire transfer of immediately available funds or in any
other manner satisfactory to the Company against delivery of the Securities to
you for the respective accounts of the Underwriters. Such payment and delivery
shall be made at 10:00 A.M.1 on the date of delivery specified in the Terms
Agreement (unless another time not later than 10:00 A.M. on the third business
day2 thereafter shall be agreed to by you and the Company or unless postponed in
accordance with the provisions of Section 8 hereof). The time and date that such
payment and delivery are actually made is herein sometimes referred to as the
"Closing Date." The Securities shall be delivered to you in definitive form, in
temporary or final form, and in such names and such principal amounts as, not
later than 10:00 A.M. on the business day immediately preceding the time of
purchase, you shall specify. For the purpose of expediting the checking and
packaging of the Securities by you, the Company agrees to make them available to
you for such purpose prior to the close of business on the business day
immediately preceding the time of purchase.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to each of the Underwriters as of the date of execution of the
Terms Agreement and as of the Closing Date that:
(a) the Company is permitted to use Form S-3 under the Securities Act of
1933, as amended (the "Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on such Form, which has
become
1Times mentioned herein are New York City times.
2As used herein, "business day" shall mean a day on which the New York Stock
Exchange is open for trading.
effective, for the registration under the Act of the Securities. Such
registration statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all
other material respects with said Rule. Such registration statement, including
the exhibits thereto, as amended at the date of any Pricing Agreement, is
hereinafter called the "Registration Statement" and the prospectus included in
the Registration Statement, as supplemented to reflect the terms of any series
of the Securities and the plan of distribution thereof, in the form in which it
shall be filed with the Commission pursuant to Rule 424(b), is hereinafter
called the "Prospectus." Any reference herein to the Registration Statement or
the Prospectus shall be deemed to include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of
this Agreement or the date of the Prospectus, as the case may be, and any
reference herein to the terms "amend," "amendment" or "supplement" with respect
to the Registration Statement or the Prospectus shall be deemed to include the
filing of any document under the Exchange Act after the date of this Agreement
or the date of the Prospectus, as the case may be, deemed to be incorporated
therein by reference;
(b) as of the date of any Terms Agreement, when the Prospectus is first
filed pursuant to Rule 424(b) under the Act, when, prior to the Closing Date,
any amendment to the Registration Statement becomes effective (including the
filing of any document incorporated by reference in the Registration Statement)
and at the Closing Date, (i) the Registration Statement, as amended as of any
such time, and the Prospectus, as amended or supplemented as of any such time,
and the Indenture will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the Exchange Act and the respective rules thereunder and (ii) neither
the Registration Statement, as amended as of any such time, nor the Prospectus,
as amended or supplemented as of any such time, will contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no warranty or
representation with respect to any statement contained in the Registration
Statement or the Prospectus in reliance upon and in conformity with information
furnished in writing by or on behalf of any Underwriter through you to the
Company expressly for use in the Registration Statement or the Prospectus;
(c) all of the issued and outstanding shares of capital stock including
Common Stock of the Company have been duly and validly authorized and issued and
are fully paid and non-assessable; and the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
Commonwealth of Virginia, with full power and authority to own its properties
and conduct its business as described in the Registration Statement and the
Prospectus; the Company has full power and authority to execute and deliver this
Agreement, the Terms Agreement and the Indenture and to issue and sell the
Securities as herein and therein contemplated; (d) the Company and each of its
subsidiaries listed on Schedule A hereto (each a "Material Subsidiary" and
collectively the "Material Subsidiaries") are duly qualified or licensed by, and
are in good standing in, each jurisdiction in which they conduct their
respective businesses and in which the failure, individually or in the
aggregate, to be so licensed or qualified would have a material adverse effect
on the operations, business or financial condition of the Company and its
Subsidiaries, taken as a whole; and the Company and each of its Subsidiaries are
in compliance in all material respects with the laws, orders, rules, regulations
and directives issued or administered by such jurisdictions;
(e) neither the Company nor any of its subsidiaries (each a "Subsidiary"
and collectively the "Subsidiaries") is in breach of, or in default under (nor
has any event occurred which with notice, lapse of time, or both would
constitute a breach of, or default under), its respective charter or by-laws or
in the performance or observance of any obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, bank loan or
credit agreement or other agreement or instrument to which the Company or any of
its Subsidiaries is a party or by which any of them is bound, where such breach
or default, individually or in the aggregate, would have a material adverse
effect on the operations, business or financial condition of the Company and its
Subsidiaries, taken as a whole, and the execution, delivery and performance of
this Agreement, the Terms Agreement and the Indenture and the issuance of the
Securities and the consummation of the transactions contemplated hereby and
thereby will not conflict with, or result in any breach of or constitute a
default under (nor constitute any event which with notice, lapse of time, or
both would constitute a breach of, or default under), any provisions of the
charter or by-laws of the Company or any of its Subsidiaries or under any
provision of any license, indenture, mortgage, deed of trust, bank loan or
credit agreement or other agreement or instrument to which the Company or any of
its Subsidiaries is a party or by which any of them or their respective
properties may be bound or affected, or under any federal, state, local or
foreign law, regulation or rule or any decree, judgment or order applicable to
the Company or any of its Subsidiaries where such conflict, breach or default,
individually or in the aggregate, would have a material adverse effect on the
operations, business or financial condition of the Company and its Subsidiaries,
taken as a whole;
(f) the Indenture has been duly authorized, executed and delivered by the
Company and duly qualified under the Trust Indenture Act and is a legal, valid
and binding agreement of the Company enforceable in accordance with its terms,
subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity;
(g) the Securities have been duly authorized by the Company and when issued
and delivered pursuant to this Agreement, the Terms Agreement and the Indenture
against payment of the consideration therefor, the Securities will have been
duly executed, authenticated, issued and delivered and will constitute legal,
valid and binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general principles of equity;
(h) this Agreement and the Terms Agreement have been duly authorized,
executed and delivered by the Company;
(i) the Indenture conforms, and the Securities will conform, in all
material respects to the description thereof contained in the Registration
Statement and Prospectus;
(j) no approval, authorization, consent or order of or filing with any
national, state or local governmental or regulatory commission, board, body,
authority or agency is required on the part of the Company in connection with
the issuance and sale of the Securities as contemplated hereby other than
registration of the Securities under the Act, qualification of the Indenture
under the Trust Indenture Act and any necessary qualification under the
securities or blue sky laws of the various jurisdictions in which the Securities
are being offered by the Underwriters;
(k) Ernst & Young LLP, whose reports on the consolidated financial
statements of the Company and its Subsidiaries are filed with the Commission in
documents incorporated by reference into the Registration Statement and
Prospectus are independent public accountants as required by the Act and the
applicable published rules and regulations thereunder;
(l) each of the Company and its Subsidiaries has all necessary licenses,
authorizations, consents and approvals and has made all necessary filings
required under any federal, state, local or foreign law, regulation or rule, and
has obtained all necessary authorizations, consents and approvals from other
persons, in order to conduct its respective business in each case where failure
to have or to make the same, as the case may be, would have a material adverse
effect on the operations, business or financial condition of the Company and its
Subsidiaries, taken as a whole; neither the Company nor any of its Subsidiaries
is in violation of, or in default under, any such license, authorization,
consent or approval or any federal, state, local or foreign law, regulation or
rule or any decree, order or judgment applicable to the Company or any of its
Subsidiaries the effect of which would have a material adverse effect on the
operations, business or financial condition of the Company and its Subsidiaries,
taken as a whole;
(m) all legal or governmental proceedings, contracts or documents of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement have been
so described or filed as required;
(n) there are no actions, suits or proceedings pending or, to the best of
the Company's knowledge, threatened against the Company or any of its
Subsidiaries or any of their respective properties, at law or in equity, or
before or by any federal, state, local or foreign governmental or regulatory
commission, board, body, authority or agency which if adversely determined would
result in a judgment, decree or order having a material adverse effect on the
business, financial condition or property of the Company and its Subsidiaries
taken as a whole;
(o) the audited consolidated financial statements of the Company and its
Subsidiaries incorporated by reference in the Registration Statement and the
Prospectus present fairly the consolidated balance sheet of the Company and its
Subsidiaries as of the dates indicated and the consolidated statements of income
and cash flows and changes in shareholders' equity of the Company and its
Subsidiaries for the periods specified; the financial statements of the Company
and its Subsidiaries have been prepared in conformity with generally accepted
accounting principles in the United States applied on a consistent basis during
the periods involved;
(p) subsequent to the respective dates as of which information is given in
the Registration Statement and Prospectus, and except as may be otherwise stated
in the Registration Statement or Prospectus, there has not been (A) any material
and unfavorable change, financial or otherwise, in the business, properties,
business prospects, regulatory environment, results of operations or financial
condition of the Company and its Subsidiaries taken as a whole, (B) any
transaction, which is material to the Company and its Subsidiaries taken as a
whole, entered into by, or approved by the Board of Directors of, the Company or
any of its Subsidiaries or (C) any obligation, contingent or otherwise, directly
or indirectly incurred by the Company or any of its Subsidiaries which is
material to the Company and its Subsidiaries taken as a whole except for normal
trade obligations incurred in the ordinary course of the Company's business; and
(q) neither the Company nor any agent acting on its behalf has taken or
will take any action that might cause this Agreement, the Terms Agreement or
sale of the Securities to violate Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System, in each case as in effect, or as the
same may hereafter be in effect, on the Closing Date;
(r) except as described in the Registration Statement and the Prospectus,
(i) the operations of the Company and its Subsidiaries are in compliance with
all applicable environmental laws, except where the failure to comply with any
such laws, whether individually or in the aggregate, would not have a material
adverse effect on the operations, business or financial condition of the Company
and its Subsidiaries, taken as a whole, (ii) the Company and its Subsidiaries
have obtained all environmental, health and safety permits, licenses and
approvals necessary for its operation, all such permits, licenses and approvals
are in effect and the Company and its Subsidiaries are in compliance with the
terms and conditions thereof, except where the failure to obtain any such
permits, licenses or approvals, or to comply with the terms and conditions
thereof, whether individually or in the aggregate, would not have a material
adverse effect on the operations, business or financial condition of the Company
and its Subsidiaries, taken as a whole, (iii) with respect to any property
currently or formerly owned, leased or operated by the Company or any of its
Subsidiaries, (a) neither the Company nor any such Subsidiary is subject to any
judicial or administrative proceeding or any order from or agreement with any
governmental authority (collectively, "Proceedings"), and (b) the Company does
not have knowledge of any pending or threatened investigation by any
governmental authority (collectively, "Investigations") relating to any
violation or alleged violation of any environmental law, any release or
threatened release of a hazardous material into the environment, or any remedial
action that may be necessary in connection with any such violation or release,
except for such Proceedings or Investigations which, whether individually or in
the aggregate, are not expected to have a material adverse effect on the
operations, business or financial condition of the Company and its Subsidiaries,
taken as a whole, (iv) neither the Company nor any such Subsidiary has filed any
notice under any environmental law indicating past or present treatment,
storage, disposal or release of a hazardous material into the environment in a
manner that is not in compliance with, or which could result in liability under,
applicable environmental laws, except where such non-compliance or liability,
whether individually or in the aggregate, is not expected to have a material
adverse effect on the operations, business or financial condition of the Company
and its Subsidiaries, taken as a whole, and (v) neither the Company nor any such
Subsidiary has received notice of a claim that it may be subject to liability (a
"Notice") as a result of a release or threatened release of hazardous material,
except for such Notice which, whether individually or in the aggregate, are not
expected to have a material adverse effect on the operations, business or
financial condition of the Company and its Subsidiaries taken as a whole and to
the best of the Company's knowledge there is no reasonable basis for any such
claim, action, suit or investigation with respect to any environmental law;
(s) the Company is not an "investment company" or an affiliated person of,
or "promoter" or "principal underwriter" for, an "investment company," as such
terms are defined in the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder; and
(t) to the best knowledge of the Company, no labor problem exists with
employees of the Company or any of its Subsidiaries that would have a material
adverse effect on the Company and its Subsidiaries taken as a whole.
3. CERTAIN COVENANTS OF THE COMPANY. The Company hereby agrees:
(a) to furnish such information as you may reasonably require and otherwise
to cooperate with you in qualifying the Securities for offering and sale under
the securities or blue sky laws of such states as you may designate (including
the provisions of Florida blue sky law, if requested, relating to issuers doing
business with Cuba) and to maintain such qualifications in effect so long as
required for the distribution of the Securities, provided that the Company shall
not be required to qualify as a foreign corporation or to consent to the service
of process under the laws of any such state (except service of process with
respect to the offering and sale of the Securities); and to promptly advise you
of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose;
(b) to make available to you in New York City, as soon as practicable after
the Registration Statement becomes effective, and thereafter from time to time
to furnish to the Underwriters, as many copies of the Prospectus (or of the
Prospectus as amended or supplemented if the Company shall have made any
amendments or supplements thereto after the effective date of the Registration
Statement) as the Underwriters may reasonably request for the purposes
contemplated by the Act;
(c) that it will use its best efforts to cause any amendment of the
Registration Statement to become effective promptly. The Company will not file
any amendment to the Registration Statement or amendment or supplement to the
Prospectus relating to any series of the Securities to which the Underwriters of
such series shall object in writing after a reasonable opportunity to review the
same. Subject to the foregoing sentence, the Company will cause each Prospectus
supplement relating to the Securities to be filed with the Commission pursuant
to the applicable paragraph of Rule 424 within the time period prescribed and
will provide evidence satisfactory to the Underwriters of such timely filing.
The Company will
promptly advise the Underwriters of any series of Securities (A) when any
Prospectus supplement relating to such series shall have been filed with the
Commission pursuant to Rule 424, (B) when, prior to termination of the offering
of such series, any amendment to the Registration Statement shall have been
filed with the Commission or become effective, (C) of any request by the
Commission for any amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (D) of the receipt by the Company
of any notification of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the use of any
Prospectus or Prospectus supplement or, if the Company has knowledge, of the
institution or threat of any proceeding for that purpose and (E) of the receipt
by the Company of any notification with respect to the suspension of the
qualifications of the Securities for sale in any jurisdiction or, if the Company
has knowledge, of the initiation or threat of any proceeding for such purpose.
The Company will make every reasonable effort to prevent the issuance of any
such stop order or of any order suspending or preventing any such use and, if
issued, to obtain as soon as possible the withdrawal thereof;
(d) to furnish to you and to each of the other Underwriters for a period of
five years from the date of each Terms Agreement, as requested, (i) copies of
any reports or other communications which the Company shall send to its
stockholders or shall from time to time publish or publicly disseminate, (ii)
copies of all annual, quarterly and current reports filed with the Commission on
Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the
Commission, to the extent not readily available from public sources, and (iii)
such other information as you may reasonably request regarding the Company or
its Subsidiaries;
(e) to advise the Underwriters of a series of Securities promptly of the
happening of any event known to the Company within the time during which a
prospectus relating to such series is required to be delivered under the Act
which, in the judgment of the Company, would require the making of any change in
the Prospectus then being used, or in the information incorporated therein by
reference, so that the Prospectus would not include an untrue statement of
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading, and, during such time, to prepare and furnish, at the Company's
expense, to the Underwriters promptly such amendments or supplements to such
Prospectus as may be necessary to reflect any such change and to furnish you a
copy of such proposed amendment or supplement before filing any such amendment
or supplement with the Commission;
(f) that, as soon as practicable after the date of each Terms Agreement,
the Company will make generally available to its Security holders an earnings
statement of the Company which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act;
(g) to apply the net proceeds from the sale of the Securities in the manner
set forth under the caption "Use of Proceeds" in the Prospectus supplement
relating to the Securities or, if none is provided, under such caption in the
Prospectus;
(h) to pay all expenses, fees and taxes (other than any transfer taxes and
fees and disbursements of counsel for the Underwriters except as set forth under
Section 4 hereof and (iii) and (iv) below) in connection with (i) the
preparation and filing of the Registration Statement, each preliminary
Prospectus, the Prospectus, and any amendments or supplements thereto, and the
printing and furnishing of copies of each thereof to the Underwriters and to
dealers (including costs of mailing and shipment), (ii) the preparation,
issuance, execution, authentication and delivery of the Securities, (iii) the
reproduction and furnishing of copies of this Agreement, the Terms Agreement,
any Agreement Among Underwriters, any dealer agreements, any Statements of
Information and Powers of Attorney and the Indenture to the Underwriters and to
dealers (including costs of mailing and shipment), (iv) the qualification of the
Securities for offering and sale under state laws and the determination of their
eligibility for investment under state law as aforesaid (including the legal
fees and filing fees and other disbursements of counsel for the Underwriters)
and the furnishing of copies of any blue sky surveys or legal investment surveys
to the Underwriters and to dealers, (v) any fees payable to investment rating
agencies with respect to the Securities, (vi) any filing for review of the
underwriting arrangements for the public offering of the Shares by the National
Association of Securities Dealers, Inc. ("NASD") and (vii) the performance of
the Company's other obligations hereunder (it is understood, however, that
except as provided in this subsection 3(h), Section 4 and Section 8 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
and disbursements of their counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses connected with any offers they
may make);
(i) that the Company will not, without your prior written consent, offer or
sell, or publicly announce its intention to offer or sell, (i) any debt
securities pursuant to a public offering or (ii) any unsecured debt securities
pursuant to a private placement which contemplates the purchasers of such debt
securities receiving customary registration rights in each case during the
period beginning on the date of the Terms Agreement and ending on the 30th day
following the date of the Terms Agreement. The Company has not taken, and will
not take, any action which might reasonably be expected to cause or result in
the stabilization or manipulation of the price of any security to facilitate the
sale or resale of the Securities.
4. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the Securities of a series
to which a Terms Agreement relates are not delivered for any reason other than
the termination of the obligations of the several Underwriters in accordance
with Section 8 hereof or the default by one or more of the Underwriters in its
or their respective obligations to purchase Securities pursuant to any Terms
Agreement, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the fees and disbursements of their counsel.
5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of the
Underwriters to purchase and pay for the Securities under any Terms Agreement
are subject to the accuracy of the representations and warranties on the part of
the Company on the date of such Terms Agreement and at the Closing Date, to the
accuracy of the statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following conditions:
(a) The Company shall furnish to you at the Closing Date a written opinion
from Xxxxx X. Xxxxx, III, Secretary and General Counsel of the Company, or
Xxxxxxx X. Xxxxxx, III, Assistant Secretary of the Company, addressed to the
Underwriters, and dated the Closing Date, with reproduced copies for each of the
other Underwriters and in form and substance satisfactory to Xxxxxxxx &
Xxxxxxxx, counsel for the Underwriters, substantially to the effect that:
(i) each of the Material Subsidiaries has been duly incorporated and
is validly existing as a corporation in good standing under the laws of its
respective jurisdiction of incorporation with full corporate power and
authority to own its respective properties and to conduct its respective
business; each of the Subsidiaries which are not Material Subsidiaries has
been duly incorporated and is validly existing as a corporation in good
standing under the laws of its respective jurisdiction of incorporation
with full corporate power and authority to own its respective properties
and to conduct its respective business in each jurisdiction in which the
failure to do so, individually or in the aggregate, would have a material
adverse effect on the operations, business or financial condition of the
Company and its Subsidiaries, taken as a whole;
(ii) the Company and its Material Subsidiaries are duly qualified or
licensed by each jurisdiction in which they conduct their respective
businesses and in which the failure, individually or in the aggregate, to
be so licensed or qualified would have a material adverse effect on the
operations, business or financial condition of the Company and its
Subsidiaries taken as a whole, and the Company and its Material
Subsidiaries are duly qualified, and are in good standing, in each
jurisdiction in which they own or lease real property or maintain an office
in which the failure to do so, individually or in the aggregate, would have
a material adverse effect on the operations, business or financial
condition of the Company and its Subsidiaries, taken as a whole;
(iii) the execution, delivery and performance of this Agreement, the
Terms Agreement and the Indenture by the Company and the issuance of the
Securities and the consummation by the Company of the transactions
contemplated hereby and thereby do not and will not conflict with, or
result in any breach of, or constitute a default under (nor constitute any
event which with notice, lapse of time, or both, would constitute a breach
of or default under), any provisions of the charter or by-laws of the
Company or any of its Subsidiaries or under any provision of any license,
indenture, mortgage, deed of trust, bank loan, credit agreement or other
agreement or instrument to which the Company or any of its Subsidiaries is
a party or by which any of them or their respective properties may be bound
or affected, or under any law, regulation or rule or any decree, judgment
or order applicable to the Company or any of its Subsidiaries in which such
conflict, breach or default, individually or in the aggregate, would have a
material adverse effect on the operations, business or financial condition
of the Company and its Subsidiaries, taken as a whole;
(iv) to such counsel's knowledge, neither the Company nor any of its
Subsidiaries is in breach of, or in default under (nor has any event
occurred which with notice, lapse of time, or both would constitute a
breach of, or default under), any license, indenture, mortgage, deed of
trust, bank loan or any other agreement or instrument to which the Company
or any of its Subsidiaries is a party or by which any of them or their
respective properties may be bound or affected by or under any law,
regulation or rule or any decree, judgment or order applicable to the
Company or any of its Subsidiaries in which such breach or default,
individually or in the aggregate, would have a material adverse effect on
the operations, business or financial condition of the Company and its
Subsidiaries, taken as a whole; and
(v) to such counsel's knowledge, there are no actions, suits or
proceedings pending or threatened against the Company or any of its
Subsidiaries or any of their respective properties, at law or in equity or
before or by any commission, board, body, authority or agency which are
required to be described in the Prospectus but are not so described.
(b) The Company shall furnish to you at the Closing Date an opinion of
McGuire, Woods, Battle & Booth, L.L.P., counsel for the Company, in each case
addressed to the Underwriters, and dated the Closing Date, with reproduced
copies for each of the other Underwriters and in form and substance satisfactory
to Xxxxxxxx & Xxxxxxxx, counsel to the Underwriters, substantially 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
Virginia, with full corporate power and authority to own its properties and
conduct its business as described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement, the Terms Agreement and
the Indenture and to issue and sell the Securities as herein and therein
contemplated;
(ii) the Indenture has been duly authorized by all necessary corporate
action on the part of the Company, executed and delivered by the Company
and (assuming the Indenture has been duly authorized, executed and
delivered by the Trustee) constitutes a valid and legally binding
obligation of the Company enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent
transfer,reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles;
(iii) the Securities have been duly authorized by all necessary
corporate action on the part of the Company, executed and delivered by the
Company and constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles;
(iv) this Agreement and the Terms Agreement have been duly authorized,
executed and delivered by the Company;
(v) the Securities and the Indenture conform in all material respects
to the description thereof contained in the Registration Statement and
Prospectus;
(vi) the Registration Statement and the Prospectus (except as to the
financial statements and schedules and other financial and statistical data
contained or incorporated by reference therein, as to which such counsel
need express no opinion) appear on their face to be appropriately
responsive in all material respects to the requirements of the Act;
(vii) the Registration Statement has become effective under the Act
and, to such counsel's knowledge, no stop order proceedings with respect
thereto are pending or threatened under the Act;
(viii) no approval, authorization, consent or order of or filing with
any court or governmental agency or body is required on the part of the
Company in connection with the issuance and sale of the Securities as
contemplated hereby other than registration of the Securities under the Act
and qualification of the Indenture under the Trust Indenture Act (except
such counsel need express no opinion as to any necessary qualification
under the state securities or blue sky laws of the various jurisdictions in
which the Shares are being offered by the Underwriters);
(ix) to such counsel's knowledge, there are no contracts, licenses,
agreements, leases or documents of a character which are required to be
filed as exhibits to the Registration Statement or to be summarized or
described in the Prospectus which have not been so filed, summarized or
described; and
(x) the documents incorporated by reference in the Registration
Statement and Prospectus (except as to the financial statements and
schedules and other financial and statistical data contained or
incorporated therein as to which such counsel need express no opinion),
when they were filed (or, if an amendment with respect to any such document
was filed when such amendment was filed), appear on their face to be
appropriately responsive in all material respects to the requirements of
the Exchange Act.
In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company and
representatives of the Underwriters at which the contents of the Registration
Statement and Prospectus were discussed and, although such counsel has not
undertaken to investigate or verify independently and does not assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement or Prospectus or documents incorporated
by reference therein, and did not participate in the preparation of the
documents incorporated by reference into the Registration Statement or
Prospectus, on the basis of the foregoing (relying as to materiality to a large
extent upon theopinions of officers and other representatives of the Company)
nothing has come to the attention of such counsel that causes them to believe
that the Registration Statement or any amendment thereto at the time such
Registration Statement or amendment became effective contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
that the Prospectus or any supplement thereto at the date of such Prospectus or
such supplement, and at all times up to and including the Closing Date,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (it
being understood that such counsel need express no opinion with respect to the
financial statements and schedules and other financial and statistical data
included in the Registration Statement or Prospectus or the Statement of
Eligibility and Qualification of the Trustee on Form T-1 filed as an exhibit to
the Registration Statement).
(c) You shall have received from the Company's independent public
accountants letters dated the date of the Terms Agreement and the Closing Date,
and addressed to the Underwriters (with reproduced copies for each of the
Underwriters) in the forms heretofore approved by you.
(d) You shall have received at the Closing Date the favorable opinion of
Xxxxxxxx & Xxxxxxxx, counsel for the Underwriters, dated the Closing Date, in
form and substance reasonably satisfactory to you.
(e) Prior to the Closing Date, (i) no stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act
or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the
Registration Statement and all amendments thereto, or modifications thereof, if
any, shall 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 statement
therein not misleading; and (iii) the Prospectus and all amendments or
supplements thereto, or modifications thereof, if any, shall 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, in the light of
the circumstances under which they are made, not misleading.
(f) Between the time of execution of the Terms Agreement and the Closing
Date, (i) no material and unfavorable change, financial or otherwise (other than
as referred to in the Registration Statement and Prospectus), in the business,
financial condition or business prospects of the Company and its Subsidiaries
taken as a whole shall occur or become known and (ii) no transaction which is
material and unfavorable to the Company and its Subsidiaries taken as a whole
shall have been entered into by, or approved by the Board of Directors of, the
Company or any of its Subsidiaries.
(g) The Company will, at the Closing Date, deliver to you a certificate of
one of its executive officers in which such executiveofficer shall state, to the
best of his or her knowledge, that the representations and warranties of the
Company as set forth in this Agreement and the conditions set forth in paragraph
(e) and paragraph (f) have been met and that they are true and correct as of
each such date.
(h) The Company shall have furnished to you such other documents and
certificates as to the accuracy and completeness of any statement in the
Registration Statement and the Prospectus as of the Closing Date, as you may
reasonably request.
(i) The Company shall perform such of its obligations under this Agreement
and the Terms Agreement as are to be performed by the terms hereof at or before
the Closing Date.
(j) At the Closing Date, counsel for the Underwriters shall have been
furnished with such information, certificates and documents as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Securities as contemplated herein 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 opinions and
certificates mentioned above or elsewhere in this Agreement shall be reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters.
6. TERMINATION OF TERMS AGREEMENT. The obligations of the several
Underwriters hereunder shall be subject to termination in the absolute
discretion of you or any group of Underwriters (which may include you) which has
agreed pursuant to the Terms Agreement to purchase in the aggregate at least 50%
of the Securities, if, at any time between the time of execution of the Terms
Agreement and the Closing Date, (a) trading in securities generally on the New
York Stock Exchange shall have been suspended or minimum prices shall have been
established on the New York Stock Exchange, (b) a downgrading shall have
occurred in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) of the rules and regulations
promulgated under the Act or such organization shall have publicly announced
that it has under surveillance or review, other than with possible positive
implications, its rating of any of the Company's debt securities, (c) a banking
moratorium shall have been declared either by the United States or New York
State authorities, or (d) the United States shall have declared war in
accordance with its constitutional processes or there shall have occurred any
material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude in its effect on the
financial markets of the United States as, in your judgment or in the judgment
of such group of Underwriters, to make it impracticable to market the
Securities.
If you or any group of Underwriters elects to terminate this Agreement as
provided in this Section 6, the Company and each other Underwriter shall be
notified promptly by letter or telegram.
If the sale to the Underwriters of the Securities, ascontemplated by this
Agreement and the Terms Agreement, is not carried out by the Underwriters for
any reason permitted under this Agreement or if such sale is not carried out
because the Company shall be unable to comply with any of the terms of this
Agreement, the Company shall not be under any obligation or liability under this
Agreement (except to the extent provided in Sections 3(h), 4 and 8 hereof), and
the Underwriters shall be under no obligation or liability to the Company under
this Agreement (except to the extent provided in Section 8 hereof) or to one
another hereunder.
7. INCREASE IN UNDERWRITERS' COMMITMENTS. If any Underwriter shall default
in its obligation to take up and pay for the Securities to be purchased by it
under any Terms Agreement and if the principal amount of Securities which all
Underwriters so defaulting shall have agreed but failed to take up and pay for
does not exceed 10% of the total principal amount of Securities agreed to be
purchased pursuant to such Terms Agreement, the non-defaulting Underwriters
shall take up and pay for (in addition to the principal amount of Securities
they are obligated to purchase pursuant to such Terms Agreement) the principal
amount of Securities agreed to be purchased by all such defaulting Underwriters,
as hereinafter provided. Such Securities shall be taken up and paid for by such
non-defaulting Underwriter or Underwriters, as hereinafter provided. Such
Securities shall be taken up and paid for by such non-defaulting Underwriter or
Underwriters in such amount or amounts as you may designate with the consent of
each Underwriter so designated or, in the event no such designation is made,
such Securities shall be taken up and paid for by all non-defaulting
Underwriters pro rata in proportion to the principal amount of Securities they
have agreed to purchase under such Terms Agreement.
Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriters that it will
not sell any Securities under any Terms Agreement unless all of the Securities
under such Terms Agreement are purchased by the Underwriters (or by substituted
Underwriters selected by you with the approval of the Company or selected by the
Company with your approval).
If a new Underwriter or Underwriters are substituted by the Underwriters or
by the Company for a defaulting Underwriter or Underwriters in accordance with
the foregoing provision, the Company or you shall have the right to postpone the
time of purchase for a period not exceeding five business days in order that any
necessary changes in the Registration Statement and Prospectus and other
documents may be effected.
The term Underwriter as used in this Agreement shall refer to and include
any Underwriter substituted under this Section 7.
8. INDEMNITY BY THE COMPANY AND THE UNDERWRITERS.
(a) The Company agrees to indemnify, defend and hold harmless each
Underwriter and any person who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, from and against any
loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, any such Underwriter or any such
controlling person may incur under the Act, the Exchange Act or otherwise
insofar as such loss, expense, liability or claim arises out ofor is based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof by the Company) or in a Prospectus (the term
Prospectus for the purpose of this Section 8 being deemed to include any
Preliminary Prospectus, the Prospectus and the Prospectus as amended or
supplemented by the Company), or arises out of or is based upon any omission or
alleged omission to state a material fact required to be stated in either such
Registration Statement or Prospectus or necessary to make the statements made
therein not misleading, except insofar as any such loss, expense, liability, or
claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in and in conformity with information
furnished in writing by any Underwriter through you to the Company expressly for
use in such Registration Statement or such Prospectus or arises out of or is
based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated in either such
Registration Statement or Prospectus or necessary to make such information not
misleading; provided, however, that the indemnity agreement contained in this
subsection (a) with respect to any Preliminary Prospectus or amended Preliminary
Prospectus shall not inure to the benefit of any Underwriter (or to the benefit
of any person controlling such Underwriter) from whom the person asserting any
such loss, expense, liability or claim purchased the Securities which is the
subject thereof if the Prospectus corrected any such alleged untrue statement or
omission and if such Underwriter failed to send or give a copy of the Prospectus
to such person at or prior to the written confirmation of the sale of such
Securities to such person.
If any action is brought against an Underwriter or controlling person in
respect of which indemnity may be sought against the Company pursuant to the
foregoing paragraph, such Underwriter shall promptly notify the Company in
writing of the institution of such action and the Company shall assume the
defense of such action, including the employment of counsel and payment of
expenses. Such Underwriter or such controlling person shall have the right to
employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such Underwriter or of such controlling
person unless the employment of such counsel shall have been authorized in
writing by the Company in connection with the defense of such action or the
Company shall not have employed counsel to have charge of the defense of such
action or such indemnified party or parties shall have reasonably concluded that
there may be defenses available to it or them which are different from or
additional to those available to the Company (in which case the Company shall
not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the Company and paid as incurred (it being understood,
however, that the Company shall not be liable for the expenses of more than one
separate counsel in any one action or series of related actions in the same
jurisdiction representing
the indemnified parties who are parties to such action). Anything in this
paragraph to the contrary notwithstanding, the Company shall not be liable for
any settlement of any such claim or action effected without its written consent.
(b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Company, its directors and officers, and any person whocontrols the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act from and against any loss, expense, liability or claim (including
the reasonable cost of investigation) which, jointly or severally, the Company
or any such person may incur under the Act or otherwise, insofar as such loss,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity
with information furnished in writing by or on behalf of such Underwriter
through you to the Company expressly for use in the Registration Statement (or
in the Registration Statement as amended by post-effective amendment thereof by
the Company) or in a Prospectus, or arises out of or is based upon any omission
or alleged omission to state a material fact in connection with such information
required to be stated either in such Registration Statement or Prospectus or
necessary to make such information not misleading.
If any action is brought against the Company or any such person in respect
of which indemnity may be sought against any Underwriter pursuant to the
foregoing paragraph, the Company or such person shall promptly notify such
Underwriter in writing of the institution of such action and such Underwriter
shall assume the defense of such action, including the employment of counsel and
payment of expenses. The Company or such person shall have the right to employ
its own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of the Company or such person unless the employment of
such counsel shall have been authorized in writing by such Underwriter in
connection with the defense of such action or such Underwriter shall not have
employed counsel to have charge of the defense or such action or such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to such Underwriter (in which case such Underwriter shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by such
Underwriter and paid as incurred (it being understood, however, that such
Underwriter shall not be liable for the expenses of more than one separate
counsel in any one action or series of related actions in the same jurisdiction
representing the indemnified parties who are parties to such action). Anything
in this paragraph to the contrary notwithstanding, no Underwriter shall be
liable for any settlement of any such claim or action effected without the
written consent of such Underwriter.
(c) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party under subsections (a) and (b) of this Section 8 in respect
of any losses, expenses, liabilities or claims referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, expenses, liabilities or claims (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand 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 of the Underwriters on the other in
connection with the statements or omissions which resulted in suchlosses,
expenses, liabilities or claims, 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 shall be deemed to be in the same proportion
as the total proceeds from the offering (net of underwriting discounts and
commissions but before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters. The
relative fault of the Company on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, expenses, liabilities and
claims referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any claim or action.
(d) The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in subsection (c) above. Notwithstanding
the provisions of this Section 8, 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 such Underwriter and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue statement or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriter's obligations to contribute pursuant to this
Section 8 are several in proportion to their respective underwriting commitments
and not joint.
(e) The indemnity and contribution agreements contained in this Section 8
and the covenants, warranties and representations of the Company contained in
this Agreement and the Terms Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of any Underwriter, or any
person who controls any Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, or by or on behalf of the Company, its
directors and officers or any person who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, and shall survive
any termination of this Agreement or the issuance and delivery of the
Securities. The Company and each Underwriter agree promptly to notify the others
of the commencement of any litigation or proceeding against it and, in the case
of the Company, against any of the Company's officers and directors in
connection with the issuance and sale of the Securities, or in connection with
the Registration Statement or Prospectus.
9. NOTICES. Except as otherwise herein provided, all statements, requests,
notices and agreements shall be in writing or by telegram and, if to the
Underwriters, shall be sufficient in all respectsif delivered or sent to Xxxxxx,
Read & Co. Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, Attention: Syndicate
Department or to any other Underwriters at their addresses furnished to the
Company in the Terms Agreement and, if to the Company, shall be sufficient in
all respects if delivered or sent to the Company at the offices of the Company
at 0000 X. Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx X. Xxxxx,
III, Secretary and General Counsel.
10. CONSTRUCTION. This Agreement and the Terms Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York. The
Section headings in this Agreement have been inserted as a matter of convenience
of reference and are not a part of this Agreement.
11. PARTIES AT INTEREST. The Agreement herein set forth and the Terms
Agreement have been and are made solely for the benefit of the Underwriters and
the Company and the controlling persons, directors and officers referred to in
Section 8 hereof, and their respective successors, assigns, executors and
administrators. No other person, partnership, association or corporation
(including a purchaser, as such purchaser, from any of the Underwriters) shall
acquire or have any right under or by virtue of this Agreement or the Terms
Agreement.
12. COUNTERPARTS. This Agreement may be signed by the parties in
counterparts which together shall constitute one and the same agreement among
the parties.
If the foregoing correctly sets forth the understanding among the Company
and you, please so indicate in the space provided below for the purpose,
whereupon this letter and your acceptance shall constitute a binding agreement
between us.
Very truly yours,
UNIVERSAL CORPORATION
By
Title:
[REPRESENTATIVE[S] OF THE UNDERWRITERS]
By
Title:
SCHEDULE A
ORGANIZED
MATERIAL SUBSIDIARY UNDER LAW OF
Universal Leaf Tobacco Company, Incorporated................................................................ Virginia
X.X. Xxxxxxx Leaf Tobacco Company, Incorporated............................................................. Virginia
Casa Export Limited......................................................................................... Xxxxxxxx
Xxxxxxxxx Leaf Tobacco Company of Pennsylvania, Inc......................................................... Virginia
Southern Processors, Incorporated........................................................................... Virginia
Southwestern Tobacco Company, Incorporated.................................................................. Virginia
X. X. Xxxxxx Company, Incorporated.......................................................................... Xxxxxxxx
Xxxxxx & Xxxxx, Inc......................................................................................... Xxxxxxxx
Xxxxxx-Greenville Export Tobacco Company.................................................................... North Carolina
Deltafina, S.p.A............................................................................................ Italy
Universal Leaf Tobaccos Ltda................................................................................ Brazil
Gebrueder Kulenkampff, Inc.................................................................................. Virginia
Gebrueder Kulenkampff AG.................................................................................... Germany
Universal Leaf P.H., Inc.................................................................................... Virginia
Deli Universal, Inc......................................................................................... Virginia
N.V. Deli Universal......................................................................................... Netherlands
Jongeneel Holding B.V....................................................................................... Netherlands
Jongeneel B.V............................................................................................... Netherlands
Casalee, Incorporated....................................................................................... Virginia
SCHEDULE B
TERMS AGREEMENT
[ ]% NOTES DUE [ ], 199
[ ], 199
Universal Corporation
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Sirs:
Universal Corporation, a Virginia corporation (the "Company"), and
have entered into an Underwriting Agreement (the "Underwriting
Agreement"), dated [ ], 199 , relating to the issuance from time to time by the
Company of its debt securities under an indenture (the "Indenture"), dated as of
February 1, 1991, between the Company and Chemical Bank, as Trustee. This Terms
Agreement, relating to the Securities referred to below, is being entered into
pursuant to the Underwriting Agreement. Capitalized terms used herein and not
otherwise defined have the meanings given them in the Underwriting Agreement.
and the several other underwriters named in Schedule A
annexed hereto (the "Underwriters") understand that the Company proposes to
issue and sell $[ ] aggregate principal amount of [ ]% Notes Due
[ ] (the "Securities"). Subject to the terms, conditions,
representations and warranties set forth or incorporated by reference herein,
the Company agrees to sell to the Underwriters and the Underwriters agree to
purchase from the Company the Securities at [ ]% of the principal amount
thereof plus accrued interest from [ ] 199 , if any, to the
Closing Date referred to below. The Prospectus Supplement with respect to the
Purchased Securities is dated [ ] and includes the Prospectus
dated [ ].
The Underwriters will pay for such Securities upon delivery thereof in New
York, New York at [ ] a.m. (New York time) on [ ] (the
"Closing Date") by wire transfer of immediately available funds, or at such
other time on the Closing Date as shall be agreed upon by the Company and the
Underwriters.
The Purchased Securities shall be issued in book-entry form and shall have
the following terms:
(a) Interest: [ ]% per annum
(b) Maturity: [ ]
[ ]% of the principal amount of the
Purchased Securities plus accrued interest from
(c) Initial Public Offering Price: [ ], if any.
[ ] and [ ],
(d) Interest Payment Dates: commencing [ ]
(e) Regular Record Dates: [ ] and [ ]
(f) Optional Redemption: [ ]
All provisions contained in the Underwriting Agreement are incorporated by
reference herein in their entirety and shall be deemed to be part of this
Agreement to the same extent as if such provisions had beenset forth in full
herein.
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.
This instrument may be signed by the parties in counterparts which together
shall constitute one and the same agreement between the parties and shall become
effective at such time as each of the parties shall have signed such
counterparts and shall have notified the other party thereof.
Please confirm your agreement herewith by having an authorized officer sign
a copy of this Agreement in the space provided below:
Very truly yours,
as Representative
By:
Accepted and Agreed to as of
the Date First Above Written:
UNIVERSAL CORPORATION
By:
EXHIBIT A
PRINCIPAL
AMOUNT OF
NAME NOTES
[ ]................................................................................................. $
[ ].................................................................................................
[ ].................................................................................................
Total: $
