Exhibit 1(b)
THE EMPIRE DISTRICT ELECTRIC COMPANY
UNSECURED DEBT SECURITIES
STANDARD PURCHASE PROVISIONS
INCLUDING
FORM OF PURCHASE AGREEMENT
THE EMPIRE DISTRICT ELECTRIC COMPANY
STANDARD PURCHASE PROVISIONS -- UNSECURED DEBT SECURITIES
From time to time, The Empire District Electric Company, a Kansas
corporation ("Company"), may enter into purchase agreements that provide for the
sale of a designated series of unsecured debt securities to the purchaser or
purchasers named therein. The standard provisions set forth herein may be
incorporated by reference in any such purchase agreement ("Purchase Agreement").
The Purchase Agreement, including the provisions incorporated therein by
reference, is herein sometimes referred to as "this Agreement." Unless otherwise
defined herein, terms defined in the Purchase Agreement are used herein as
therein defined.
1. Introductory. The Company proposes to issue and sell from time to time
unsecured debt securities registered under the registration statement referred
to in Section 3(a) ("Debt Securities"). The Debt Securities will be issued under
an Indenture, dated as of September 10, 1999 ("Original Indenture"), by and
between the Company and Norwest Bank Minnesota, National Association, as trustee
("Trustee"), as supplemented and amended, including by a Securities Resolution
(as defined in the Indenture) pertaining to the particular series of Debt
Securities involved in the offering (the Original Indenture as so amended and
supplemented, the "Indenture") and will have varying designations, interest
rates and terms of payment of interest, maturities, redemption and sinking fund
provisions, if any, and other terms, with all of such terms for any particular
series of Debt Securities being determined at the time of sale and being as set
forth in the Purchase Agreement and Securities Resolution relating to such
series of Debt Securities. The Debt Securities referred to in Schedule A of the
Purchase Agreement are hereinafter referred to as the "Purchased Debt
Securities." The firm or firms, as the case may be, which agree to purchase the
Purchased Debt Securities are hereinafter referred to as the "Purchasers" of
such Purchased Debt Securities. The terms "you" and "your" refer to those
Purchasers (or the Purchaser) who sign the Purchase Agreement either on behalf
of themselves (or itself) only or on behalf of the several Purchasers named in
Schedule A thereto, as the case may be. Purchased Debt Securities to be
purchased by Purchasers are herein referred to as "Purchasers' Debt Securities,"
and any Purchased Debt Securities to be purchased pursuant to Delayed Delivery
Contracts (as defined below) as hereinafter provided are herein referred to as
"Contract Debt Securities."
2. Sale and Delivery of the Debt Securities. Subject to the terms and
conditions set forth in this Agreement, the Company will deliver the Purchasers'
Debt Securities to you for the account of the Purchasers, at the place set forth
in the Purchase Agreement against payment of the purchase price therefor by wire
transfer or certified or official bank check or checks in immediately available
funds or clearing house funds payable to the order of
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the Company, all as set forth in the Purchase Agreement, at the time set forth
in the Purchase Agreement or at such other time not later than seven full
business days thereafter as you and the Company determine, such time being
herein referred to as the "Closing Date." The Company agrees to make available
to you for inspection and packaging at the place set forth in the Purchase
Agreement, at least one full business day prior to the Closing Date, the
Purchasers' Debt Securities so to be delivered in good delivery form and in such
denominations and registered in such names as you shall have requested, all such
requests to have been made in writing at least three full business days prior to
the Closing Date, or if no such request is made, registered in the names of the
several Purchasers as set forth in Schedule A to the Purchase Agreement.
If any Purchase Agreement provides for sales of Purchased Debt Securities
pursuant to delayed delivery contracts, the Company authorizes the Purchasers to
solicit offers to purchase Contract Debt Securities pursuant to delayed delivery
contracts substantially in the form of Schedule I attached hereto (the "Delayed
Delivery Contracts") with such changes therein as the Company may approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies, and educational and charitable institutions. Each Delayed Delivery
Contract shall provide for the purchase and sale of a principal amount of
Contract Debt Securities not less than the amount set forth in the Purchase
Agreement and the aggregate principal amount of all Contract Debt Securities
shall not exceed the amount set forth in the Purchase Agreement. On the Closing
Date, the Company will pay you as compensation, for the accounts of the
Purchasers, the compensation set forth in such Purchase Agreement in respect of
the principal amount of Contract Debt Securities. The Purchasers will not have
any responsibility in respect of the validity or the performance of Delayed
Delivery Contracts. If the Company executes and delivers Delayed Delivery
Contracts, the Contract Debt Securities shall be deducted from the Purchased
Debt Securities to be purchased by the several Purchasers and the aggregate
principal amount of Purchased Debt Securities to be purchased by each Purchaser
shall be reduced pro rata in proportion to the principal amount of Purchased
Debt Securities set forth opposite each Purchaser's name in such Purchase
Agreement, except to the extent that you determine that such reduction shall be
otherwise allocated and so advise the Company.
3. Representations and Warranties of the Company. The Company represents
and warrants to each Purchaser that:
(a) The registration statement referred to in the Purchase Agreement
and relating to the Debt Securities, including a prospectus and all
documents incorporated by reference therein, has been filed on Form S-3
with the Securities and Exchange Commission ("Commission") and has become
effective. Such registration statement, including the prospectus supplement
with respect to the offering of Purchased Debt
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Securities referred to in Section 2 (the "Prospectus Supplement") and all
prior amendments and supplements thereto (other than supplements and
amendments relating to securities that are not Purchased Debt Securities),
including all documents filed as a part thereof or incorporated therein
pursuant to Item 12 of Form S-3 (other than the Statement of Eligibility
and Qualification of the Trustee (the "Form T-1")), is hereinafter referred
to as the "Registration Statement" and such prospectus, as so amended or
supplemented (including all material so incorporated by reference therein)
in the form first filed by the Company pursuant to Rule 424(b) under the
Act is hereinafter referred to as the "Prospectus."
(b) The Registration Statement and the Prospectus conform in all
respects to the requirements of the Securities Act of 1933, as amended
("Act"), the Trust Indenture Act of 1939, as amended ("Trust Indenture
Act"), and the pertinent published rules and regulations ("Rules and
Regulations") of the Commission, and none of such documents includes any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, except that the foregoing does not apply to statements or
omissions in either of such documents based upon written information
furnished to the Company by any Purchaser specifically for use therein. The
documents incorporated by reference in the Registration Statement or the
Prospectus pursuant to Item 12 of Form S-3 of the Act, at the time they
were filed with the Commission, complied in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the pertinent published rules and regulations
thereunder (the "Exchange Act Rules and Regulations") and any additional
documents deemed to be incorporated by reference in the Prospectus will,
when they are filed with the Commission, comply in all material respects
with the requirements of the Exchange Act and the Exchange Act Rules and
Regulations and will 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 light of the circumstances under which they
were made, not misleading.
4. Agreements of the Company. The Company agrees with the several
Purchasers that:
(a) The Company will advise you promptly of any proposal to amend or
supplement the Registration Statement or the Prospectus with respect to any
Purchased Debt Securities, and will furnish you a copy thereof prior to the
filing thereof with the Commission.
(b) The Company will furnish to you copies of the registration
statement relating to the Debt Securities as originally filed and all
amendments thereto (at least
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one of which will be signed and will include all exhibits except those
incorporated by reference to previous filings with the Commission), each
related prospectus, the Prospectus, and all amendments and supplements to
such documents (except supplements relating to Debt Securities that are not
Purchased Debt Securities), in each case as soon as available and in such
quantities as you reasonably request for the purposes contemplated by the
Act.
(c) If at any time when a prospectus relating to the Purchased Debt
Securities is required to be delivered under the Act or the Rules and
Regulations, any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material
fact, or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which made, not misleading, or
if it is necessary at any time to amend or supplement the Prospectus to
comply with the Act or the Rules and Regulations, the Company will promptly
notify the Purchasers and promptly prepare and file with the Commission an
amendment or supplement to the Registration Statement or any appropriate
filing pursuant to Section 13 or 14 of the Exchange Act which will correct
such statement or omission or an amendment which will effect such
compliance, and deliver in connection therewith, such Prospectus or
amendments or supplements to the Purchasers in such quantity as may be
necessary to permit compliance with the requirements of the Act and the
Rules and Regulations, provided that the Company shall be so obligated only
so long as the Company is notified of unsold allotments (failure by the
Purchasers to so notify the Company cancels the Company's obligation under
this Section 4(c)), and provided further that any such Prospectus or
amendment or supplement required later than nine months from the date
hereof shall be furnished at the Purchasers' sole expense.
(d) The Company will cooperate with the Purchasers in taking such
action as may be necessary to qualify the Purchased Debt Securities for
offering and sale under the securities laws of any state or jurisdiction of
the United States as the Purchasers may reasonably request and will use its
best efforts to continue such qualification in effect so long as required
for the distribution of the Purchased Debt Securities; provided, however,
that the Company shall not be required to qualify as a foreign corporation,
or to file a general consent to service of process, in any such state or
jurisdiction or to comply with any other requirement deemed by the Company
to be unduly burdensome.
(e) The Company will make generally available to its security holders
as soon as practicable an earning statement (as contemplated by Rule 158
under the Act) covering a period of twelve months after the effective date
of the Registration Statement.
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(f) For a period of three years, the Company will furnish to you
copies of any report or definitive proxy statement which the Company shall
file with the Commission under the Exchange Act, and copies of all reports
and communications which shall be sent to stockholders generally, at or
about the time such reports and other information are first furnished to
stockholders generally.
(g) The Company will apply the net proceeds from the offering of the
Purchased Debt Securities as set forth under the caption "Use of Proceeds"
in the Prospectus Supplement.
(h) If a public offering of the Purchased Debt Securities is to be
made, the Company will not offer or sell any of its other debt securities
which are substantially similar to the Purchased Debt Securities prior to
ten business days after the Closing Date without the consent of the
Purchasers.
5. Expenses. The Company and the Purchasers agree as follows:
(a) The Company, whether or not the transactions contemplated
hereunder are consummated, will (except as provided in Section 4(c) hereof)
pay all costs and expenses incident to the performance of its obligations
hereunder, including without limitation, all costs and expenses in
connection with (i) the preparation and filing of the Registration
Statement, Prospectus and Indenture and any supplements or amendments
thereto; (ii) the preparation, issuance and delivery to the Purchasers of
the Purchasers' Debt Securities and the preparation, issuance and delivery
to the purchasers thereof of the Contract Debt Securities; (iii) the
reproduction or printing and mailing in reasonable quantities of the
Registration Statement, amendments thereto, each preliminary prospectus,
the Prospectus and any amendments or supplements thereto, this Agreement,
any Blue Sky memoranda and legal investment survey delivered to the
Purchasers; (iv) reasonable filing fees and expenses (including legal fees
and disbursements, not in excess of $5,000) incurred in connection with the
qualification of the Purchased Debt Securities under the Blue Sky or
securities laws of the various states, and the preparation of Blue Sky
memoranda and legal investment survey for the offering; (v) the fees and
expenses of the accountants and the counsel for the Company; (vi) the fees
of the Trustee and any agent of the Trustee (including legal fees and
disbursements, if any, of counsel to the Trustee) and (vii) all other costs
and expenses incident to the performance of its obligations hereunder which
are not otherwise specifically provided for in this Section.
(b) The Purchasers will pay (i) the fees and disbursements of their
respective counsel, except as set forth in Section 5(a) above and (ii)
their own out-of-pocket expenditures.
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6. Conditions of the Purchasers' Obligations. The obligations of the
Purchasers to purchase and pay for the Purchasers' Debt Securities shall be
subject in their discretion to the accuracy of and compliance in all material
respects with the representations and the warranties of the Company herein
contained as of the date hereof and the Closing Date, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued under the Act or proceedings therefor
initiated or threatened by the Commission prior to the Closing Date.
(b) You shall have received an opinion, dated the Closing Date, of
Xxxxxxxx, Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxxxx, counsel for the Company, 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 State
of Kansas, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
(ii) The Purchasers' Debt Securities have been duly authorized,
executed, authenticated, issued and delivered by the Company and
constitute, and the Contract Debt Securities have been duly authorized
and when executed and authenticated in accordance with the Indenture
and delivered to and paid for by the purchasers pursuant to Delayed
Delivery Contracts will constitute, valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity;
(iii) The Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act and constitutes a valid and legally binding instrument
of the Company enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights or
by general principles of equity;
(iv) The Indenture and the Purchased Debt Securities conform as
to legal matters in all material respects to the descriptions thereof
contained in the Prospectus;
(v) All approvals of the State Corporation Commission of the
State of Kansas which are required for the issuance, sale and delivery
of the Pur-
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chased Debt Securities have been obtained; any conditions in such
approvals required to be satisfied prior to the issuance of the
Purchased Debt Securities have been duly satisfied; such approvals are
in full force and effect; and no further approval, authorization,
consent or other order of any public board or body in the State of
Kansas is legally required for the issuance, sale and delivery of the
Purchased Debt Securities or the execution, delivery and performance
by the Company of the Securities Resolution, the Purchased Debt
Securities, any Delayed Delivery Contracts or this Agreement (it being
understood that such counsel need express no opinion as to any
approvals which may be required under the securities acts or Blue Sky
laws of said state); and
(vi) This Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company.
(c) You shall have received an opinion, dated the Closing Date, of
Xxxxxxx, Xxxxx & Xxxxx, P.C., counsel for the Company, 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 State
of Kansas, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
and the Company is duly qualified to do business as a foreign
corporation in good standing in the States of Arkansas, Missouri and
Oklahoma, which are the only jurisdictions (other than Kansas) in
which it owns or leases substantial properties or in which the conduct
of its business requires such qualification;
(ii) The Company holds all the valid and subsisting franchises
which are necessary to authorize it to carry on the utility businesses
in which it is engaged as described in the Prospectus;
(iii) This Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company;
(iv) Neither the issuance, sale and delivery of the Purchased
Debt Securities nor the execution, delivery and performance by the
Company of this Agreement, any Delayed Delivery Contract, the
Securities Resolution or the Purchased Debt Securities will conflict
with, violate or result in breach of any Missouri law or
administrative regulation or any court decree known to such counsel
applicable to the Company (it being understood that such counsel need
express no opinion as to matters subject to the jurisdiction of the
Public Service Commission of the State of Missouri, the Corporation
Commission of Oklahoma, the State Corporation Commission of the State
of Kansas or the
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Arkansas Public Service Commission or as to the securities or Blue Sky
law of any jurisdiction), conflict with or result in a breach of any
of the terms, conditions or provisions of the Restated Articles of
Incorporation, as amended, or By-Laws, as amended, of the Company or
of any agreement or instrument known to such counsel to which the
Company is a party or by which the Company is bound or constitute a
default thereunder, or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company; and
(v) Relying as to materiality to a large extent upon the
statements and opinions of representatives of the Company, such
counsel have no reason to believe that either the Registration
Statement or the Prospectus, or any amendment or supplement thereto,
as of their respective effective or issue dates, contained any untrue
statement of material fact or omitted to state any material fact
necessary to make the statements therein not misleading; the
descriptions in the Registration Statement and Prospectus of contracts
and other documents are accurate and fairly present the information
therein shown; and such counsel do not know of any legal or
governmental proceedings required to be described in the Prospectus by
Item 103 of Regulation S-K under the Act which are not described as so
required, nor of any contracts or documents of a character required to
be described in the Registration Statement or Prospectus pursuant to
Item 11 of Form S-3 or to be filed as exhibits to the Registration
Statement pursuant to Item 601 of Regulation S-K which are not
described and filed as so required; it being understood that such
counsel need express no opinion as to the financial statements or
other financial or statistical information contained in the
Registration Statement or the Prospectus.
In rendering such opinion, Xxxxxxx, Xxxxx & Xxxxx, P.C. may rely, as to the
incorporation of the Company and all matters governed by Kansas law, upon
the opinion of Xxxxxxxx, Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxxxx referred to in
paragraph (b) above and, as to all matters covered thereby, upon the
opinion of Xxxxxx, Xxxxxxxxxx & England, Professional Corporation referred
to in paragraph (d) below.
(d) You shall have received an opinion, dated the Closing Date, of
Brydon, Xxxxxxxxxx & England, Professional Corporation, counsel for the
Company, to the effect that no approval, authorization, consent or other
order of any public board or body in the States of Missouri, Oklahoma or
Arkansas is legally required for the issuance, sale and delivery of the
Purchased Debt Securities or the execution, delivery and performance by the
Company of the Securities Resolution, the Purchased Debt Securities, this
Agreement or any Delayed Delivery Contract (it being understood that such
coun-
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sel need express no opinion as to any approvals which may be required under
the securities acts or Blue Sky laws of any jurisdiction).
(e) You shall have received an opinion, dated the Closing Date, of
Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Company, to the effect that:
(i) The Purchasers' Debt Securities have been duly authorized,
executed, authenticated, issued and delivered by the Company and
constitute, and the Contract Debt Securities have been duly authorized
and when executed and authenticated in accordance with the Indenture
and delivered to and paid for by the purchasers pursuant to Delayed
Delivery Contracts will constitute, valid and legally binding
obligations of the Company entitled to the benefits and security
provided by the Indenture except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general
principles of equity;
(ii) The Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act and constitutes a valid and legally binding instrument
of the Company enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights or
by general principles of equity;
(iii) The Indenture and the Purchased Debt Securities conform as
to legal matters in all material respects to the descriptions thereof
contained in the Prospectus;
(iv) All approvals of the State Corporation Commission of the
State of Kansas which are required for the issuance, sale and delivery
of the Purchased Debt Securities have been obtained, and such counsel
knows of no approval of any other governmental regulatory body which
is legally required in connection therewith (other than any approvals
required under the securities acts or Blue Sky laws of any
jurisdiction);
(v) The Registration Statement has become effective under the
Act, and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Act, and the Registration Statement
and the Prospectus, and each amendment or supplement thereto (except,
in each case, as to the financial statements or other financial or
statistical information included therein and the Form T-1 of the
Trustee, as to which such counsel need not express an opinion), as of
their
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respective effective or issue dates, appeared to comply as to form in
all material respects with the requirements of Form S-3, the Trust
Indenture Act and the applicable Rules and Regulations; and
(vi) This Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company.
In rendering such opinion Xxxxxx Xxxxxx & Xxxxxxx may rely, as to the
incorporation of the Company and as to all other matters governed by the
laws of the States of Kansas, Missouri, Arkansas and Oklahoma, and covered
by their respective opinions, upon the opinions of Xxxxxxxx, Xxxx,
Xxxxxxxx, Xxxxxxxx & Xxxxxxxx; Xxxxxx, Xxxxxxxxxx & England, Professional
Corporation; and Xxxxxxx, Xxxxx & Xxxxx, P.C. referred to above.
In addition, such counsel shall state that such counsel has
participated in conferences with officers and other representatives of the
Company, counsel for the Company, representatives of the independent
accountants of the Company and representatives of the Purchasers at which
the contents of the Registration Statement and Prospectus, and any
subsequent amendments or supplements thereto, and related matters were
discussed and, although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement and Prospectus, or any
subsequent amendments or supplements thereto, on the basis of the foregoing
(relying as to materiality to a large extent upon the opinions of officers,
counsel and other representatives of the Company), no facts have come to
the attention of such counsel which lead such counsel to believe that
either the Registration Statement or the Prospectus, and any subsequent
amendments or supplements thereto, as of their respective effective or
issue dates, 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 the light of the circumstances under which they
were made, not misleading (it being understood that such counsel need make
no comment with respect to the financial statements and other financial and
statistical information included in the Registration Statement or
Prospectus or any such amendments or supplements or the Form T-1 of the
Trustee).
(f) You shall have received an opinion, dated the Closing Date, of
Xxxxxxxx Xxxxxx LLP, counsel for the Purchasers, to the effect that:
(i) The Purchasers' Debt Securities have been duly authorized,
executed, authenticated, issued and delivered by the Company and
constitute, and the Contract Debt Securities have been duly authorized
and when executed and authenticated in accordance with the Indenture
and delivered to and paid for by the purchasers pursuant to Delayed
Delivery Contracts will constitute, valid
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and legally binding obligations of the Company entitled to the
benefits and security provided by the Indenture except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors' rights or by
general principles of equity;
(ii) The Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act and constitutes a valid and legally binding instrument
of the Company enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights or
by general principles of equity;
(iii) The Indenture and the Purchased Debt Securities conform as
to legal matters in all material respects to the descriptions thereof
contained in the Prospectus;
(iv) All approvals of the State Corporation Commission of the
State of Kansas which are required for the issuance, sale and delivery
of the Purchased Debt Securities have been obtained, and such counsel
knows of no approval of any other governmental regulatory body which
is legally required in connection therewith (other than any approvals
required under the securities acts or Blue Sky laws of any
jurisdiction);
(v) The Registration Statement has become effective under the
Act, and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Act, and the Registration Statement
and the Prospectus, and each amendment or supplement thereto (except,
in each case, as to the financial statements or other financial or
statistical information included therein and the Form T-1 of the
Trustee, as to which such counsel need not express an opinion), as of
their respective effective or issue dates, appeared to comply as to
form in all material respects with the requirements of Form S-3, the
Trust Indenture Act and the applicable Rules and Regulations; and
(vi) This Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company.
In rendering such opinion Xxxxxxxx Xxxxxx LLP may rely, as to the
incorporation of the Company and as to all other matters governed by the
laws of the States of Kansas, Arkansas and Oklahoma, and covered by their
respective opinions, upon the opinions of Xxxxxxxx, Xxxx, Xxxxxxxx,
Xxxxxxxx & Xxxxxxxx; Xxxxxx, Xxxxxxxxxx & England,
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Professional Corporation; and Xxxxxxx, Xxxxx & Xxxxx, P.C. referred to
above. Xxxxxxxx Xxxxxx LLP need not express any opinion with respect to the
matters set forth in paragraphs (i), (ii) and (iv) of the opinion of
Xxxxxxx, Xxxxx & Xxxxx, P.C. referred to above.
In addition, such counsel shall state that such counsel has
participated in conferences with officers and other representatives of the
Company, counsel for the Company, representatives of the independent
accountants of the Company and representatives of the Purchasers at which
the contents of the Registration Statement and Prospectus, and any
subsequent amendments or supplements thereto, and related matters were
discussed and reviewed. Such counsel shall also state that, on the basis of
such participation (relying as to materiality to a large extent upon the
opinions of officers, counsel and other representatives of the Company),
but without independently verifying, passing upon or assuming any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and Prospectus, or any subsequent
amendments or supplements thereto, no facts have come to the attention of
such counsel which lead such counsel to believe that either the
Registration Statement or the Prospectus, and any subsequent amendments or
supplements thereto, as of their respective effective or issue dates,
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 the light of the circumstances under which they were
made, not misleading (it being understood that such counsel need make no
comment with respect to the financial statements and other financial and
statistical information included in the Registration Statement or
Prospectus or any such amendments or supplements or the Form T-1 of the
Trustee).
(g) You shall have received a letter or letters from the Company's
independent accountant(s), dated the Closing Date and addressed to you,
confirming that they are independent public accountants within the meaning
of the Act and the Rules and Regulations, and stating in effect that:
(i) In their opinion, the financial statements and schedules
examined by them which are included in the Company's most recent
Annual Report on Form 10-K, which is incorporated by reference in the
Prospectus (the "Form 10-K") comply as to form in all material
respects with the accounting requirements of the Act and the Rules and
Regulations and the Exchange Act and the Exchange Act Rules and
Regulations;
(ii) On the basis of procedures specified in such letter(s) (but
not an examination in accordance with generally accepted auditing
standards), including reading the minutes of meetings of the
stockholders and the Board of
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Directors of the Company since the end of the year covered by the Form
10-K as set forth in the minute books through a specified date not
more than five days prior to the Closing Date, reading the unaudited
interim financial statements of the Company incorporated by reference
in the Prospectus and the latest available unaudited interim financial
statements of the Company, and making inquiries of certain officials
of the Company who have responsibility for financial and accounting
matters, nothing has come to their attention that has caused them to
believe that (1) any unaudited financial statements incorporated by
reference in the Prospectus do not comply as to form in all material
respects with the accounting requirements of the Act and the Rules and
Regulations and the Exchange Act and the Exchange Act Rules and
Regulations; (2) the latest available financial statements, not
incorporated by reference in the Prospectus, have not been prepared on
a basis substantially consistent with that of the audited financial
statements incorporated in the Prospectus; (3) for the period from the
closing date of the latest income statement incorporated by reference
in the Prospectus to the closing date of the latest available income
statement read by them there were any decreases, as compared with the
corresponding period of the previous year, in operating revenues,
operating income, net income or in ratio of earnings to fixed charges;
or (4) at a specified date not more than five business days prior to
the Closing Date, there was any change in the capital stock or
long-term debt of the Company or, at such date, there was any decrease
in net assets of the Company as compared with amounts shown in the
latest balance sheet incorporated by reference in the Prospectus,
except in all cases for changes or decreases which the Prospectus
discloses have occurred or may occur, or which are described in such
letter; and
(iii) Certain specified procedures have been applied to certain
financial or other statistical information (to the extent such
information was obtained from the general accounting records of the
Company) set forth or incorporated by reference in the Prospectus and
that such procedures have not revealed any disagreement between the
financial and statistical information so set forth or incorporated and
the underlying general accounting records of the Company, except as
described in such letter.
(h) On the Closing Date there shall have been furnished to you a
certificate, dated the Closing Date, from the Company, signed on behalf of
the Company by the President, or the Vice President - Finance, stating in
effect that to the best knowledge of the officer signing such certificate
and except as may be reflected in or contemplated by the Registration
Statement or stated in such certificate (i) the representations and
warranties of the Company contained in Section 3 of this Agreement are
correct and the Company has complied with all the agreements and satisfied
all the conditions
-14-
to be performed or satisfied on its part at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending, or, to the knowledge of the signer thereof, are
contemplated under the Act; and (iii) subsequent to the respective dates as
of which information is given in the Registration Statement and Prospectus,
as supplemented or amended, there has been no material adverse change in
the financial position or results of operations of the Company.
(i) Trading in securities on the New York Stock Exchange shall not
have been suspended nor shall minimum prices have been established on such
Exchange; a banking moratorium shall not have been declared by New York or
Missouri or United States authorities; and there shall not have been an
outbreak of major hostilities between the United States and any foreign
power, or any other new insurrection or armed conflict involving the United
States which, in your reasonable judgment, makes it impracticable to
proceed with the public offering or the delivery of the Purchasers' Debt
Securities on the terms and in the manner contemplated in the Prospectus.
(j) If a public offering of the Purchasers' Debt Securities is to be
made, subsequent to the date of this Agreement and prior to the Closing
Date, no rating of any of the Company's debt securities by any nationally
recognized rating agency shall have been lowered by such agency.
(k) The representations and warranties of the Company herein shall be
true and correct in all material respects as of the Closing Date and all
agreements herein contained to be performed on the part of the Company at
or prior to the Closing Date shall have been so performed.
(l) You shall have been furnished such additional certificates and
other evidence as you or your counsel may reasonably request showing
fulfillment of the conditions contained in this Section 6 and existence of
the facts to which the representations and warranties contained in Section
3 hereof relate.
(m) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Debt Securities arranged by the Purchasers
have been approved by the Company.
7. Indemnification.
(a) The Company will indemnify and hold harmless each Purchaser and each
person, if any, who controls any Purchaser within the meaning of the Act against
the losses, claims, damages or liabilities, joint or several, to which such
Purchaser or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims,
-15-
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto or any related preliminary prospectus, or arise out of or are
based upon 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; and will reimburse such Purchaser and each such controlling person
for any legal or other expenses reasonably incurred by such Purchaser or such
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Purchaser specifically for use therein. The indemnification
obligation contained in this Section 7 will be in addition to any liability
which the Company may otherwise have.
(b) Each Purchaser will indemnify and hold harmless the Company, each of
its directors, each of its officers who has signed the Registration Statement,
and each person, if any, who controls the Company within the meaning of the Act,
against any losses, claims, damages or liabilities to which the Company or any
such director, officer or controlling person may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or action
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Purchaser
specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action. The indemnification obligation contained in this
Section 7 will be in addition to any liability which the Purchasers may
otherwise have.
In addition to any other information the Purchasers may furnish, the
Purchasers hereby furnish to the Company specifically for use in the Prospectus
the information with respect to the offering of the Purchased Debt Securities
and the Purchasers set forth on the cover page and inside cover page of the
Prospectus Supplement and under "Underwriting" or similar caption therein.
-16-
(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 7. In case any action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel selected by the indemnifying party and
acceptable to the indemnified party (the indemnified party shall not
unreasonably reject such counsel), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The indemnified party shall have the right to employ its
counsel in any such action, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the employment of counsel by
such indemnified party has been authorized by the indemnifying party, (ii) the
indemnified party shall have reasonably concluded that there may be a conflict
of interest between the indemnifying party and the indemnified party in the
conduct of the defense of such action (in which case the indemnifying party
shall not have the right to direct the defense of such action on behalf of the
indemnified party) or (iii) the indemnifying party shall not in fact have
employed counsel to assume the defense of such action, in each of which cases
the fees and expenses of one counsel representing all indemnified parties shall
be at the expense of the indemnifying party. An indemnifying party shall not be
liable for any settlement of any action or claim effected without its consent.
8. Contribution. If recovery is not available under the foregoing
indemnification provisions of Section 7 of this Agreement, for any reason other
than as specified therein, the parties entitled to indemnification by the terms
thereof shall be entitled to contribution to liabilities and expenses, except to
the extent that contribution is not permitted under Section 11(f) of the Act. In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered the relative benefits received by each party
from the offering of the Purchased Debt Securities (taking into account the
portion of the proceeds of the offering realized by each), the parties' relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission, and any other equitable considerations appropriate under the
circumstances. The Company and the Purchasers agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation (even if the Purchasers were treated as one entity for such
purpose). No Purchaser or any person controlling such Purchaser shall be
obligated to make contribution hereunder which in the ag-
-17-
gregate exceeds the total public offering price of the Purchasers' Debt
Securities purchased by such Purchaser and any Contract Debt Securities, less
the aggregate amount of any damages which such Purchaser and its controlling
persons have otherwise been required to pay in respect of the same claim or any
substantially similar claim.
9. Termination.
(a) This Agreement may be terminated at any time prior to the Closing Date
by the Purchasers by written notice to the Company, if in the reasonable
judgment of the Purchasers it is impracticable to offer for sale or to enforce
contracts made by the Purchasers for the resale of the Purchasers' Debt
Securities by reason of (i) the Company sustaining a loss, whether or not
insured, by reason of fire, flood, accident or other calamity, which, in the
reasonable opinion of the Purchasers, substantially affects the value of the
properties of the Company or which materially interferes with the operation of
the properties of the Company or which materially interferes with the operation
of the business of the Company, (ii) trading in securities on the New York Stock
Exchange having been suspended or limited or minimum prices having been
established on such Exchange, (iii) a banking moratorium having been declared by
the United States, or by New York or Missouri state authorities, or (iv) an
outbreak of major hostilities between the United States and any foreign power,
or any other new insurrection or armed conflict involving the United States
having occurred.
(b) If this Agreement shall be terminated pursuant to Section 6 or this
Section 9, or if the purchase of the Purchasers' Debt Securities by the
Purchasers is not consummated because of any refusal, inability or failure on
the part of the Company to comply with any of the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company shall be unable
to perform all the obligations under this Agreement, the Company shall not be
liable to the Purchasers for damages arising out of the transactions covered by
this Agreement, but the Company and the Purchasers shall remain liable to the
extent provided in Sections 5(a), 7(a) and 8 hereof.
10. Survival of Indemnities, Representations and Warranties. The respective
indemnities and agreements for contribution of the Company and the Purchasers
and the respective representations and warranties of the Company and the
Purchasers set forth in this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or the
Purchasers or any of their respective officers, directors, partners or any
controlling person, and will survive delivery of and payment for the Purchased
Debt Securities or termination of this Agreement.
11. Default of Purchasers. If any Purchaser or Purchasers default in their
obligations to purchase Purchasers' Debt Securities hereunder and the aggregate
principal amount of Purchasers' Debt Securities which such defaulting Purchaser
or Purchasers agreed but failed to purchase is 10% of the principal amount of
Purchasers' Debt Securities or less,
-18-
you may make arrangements satisfactory to the Company for the purchase of such
Purchasers' Debt Securities by other persons, including any of the Purchasers,
but if no such arrangements are made by the Closing Date, the non-defaulting
Purchasers shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Purchasers' Debt Securities which such
defaulting Purchasers agreed but failed to purchase. If any Purchaser or
Purchasers so default and the aggregate principal amount of Purchasers' Debt
Securities with respect to which such default or defaults occur is more than the
above percentage and arrangements satisfactory to you and the Company for the
purchase of such Purchasers' Debt Securities by other persons are not made
within thirty-six hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Purchaser or the Company,
except as provided in Section 10. In the event that any Purchaser or Purchasers
default in their obligation to purchase Purchasers' Debt Securities hereunder,
the Company may, by prompt written notice to the non-defaulting Purchasers,
postpone the Closing Date for a period of not more than seven full business days
in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus or in any other documents, and the
Company will promptly file any amendments to the Registration Statement or
supplements to the Prospectus which may thereby be made necessary. As used in
this Agreement, the term "Purchaser" includes any person substituted for a
Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser
from liability for its default.
12. Parties in Interest. This Agreement shall inure to the benefit of the
Company, the Purchasers, the officers, directors and partners of such parties,
each controlling person referred to in Section 7 hereof, and their respective
successors. Nothing in this Agreement is intended or shall be construed to give
to any other person, firm or corporation (including, without limitation, any
purchaser of the Purchasers' Debt Securities from a Purchaser or any subsequent
holder thereof or any purchaser of any Contract Debt Securities or any
subsequent holder thereof) any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained.
The term "successor" as used in this Agreement shall not include any
purchaser, as such purchaser, of any Purchased Debt Securities from any
Purchaser or any subsequent holder thereof or any purchaser, as such purchaser,
of any Contract Debt Securities or any subsequent holder thereof.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any agreement previously
entered into.
13. Notices. All communications, terminations and notices hereunder shall
be in writing and, if sent to any Purchaser, shall be mailed, delivered or
telecopied and confirmed to it by letter to the address set forth for such
Purchaser in Schedule A to the Purchase Agreement (or such other place as the
Purchaser may specify in writing); if sent to the Com-
-19-
pany shall be mailed, delivered or telecopied and confirmed to the Company at
000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telecopier no. (000) 000-0000 (Attn:
Vice President - Finance) (or such other place as the Company may specify in
writing).
14. Counterparts. This Agreement may be executed in any number of
counterparts which, taken together, shall constitute one and the same
instrument.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
Schedule I
DELAYED DELIVERY CONTRACT
Dated:
THE EMPIRE DISTRICT ELECTRIC COMPANY
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from The Empire District Electric
Company (the "Company"), and the Company agrees to sell to the undersigned,
$_________________
principal amount of the Company's [state title of issue] (the "Debt Securities")
offered by the Company's Prospectus dated ________ and a Prospectus Supplement
dated __________, receipt of copies of which is hereby acknowledged, at a
purchase price of __% of the principal amount thereof plus accrued interest and
on the further terms and conditions set forth in this contract.
The undersigned agrees to purchase such Debt Securities in the principal
amounts and on the delivery dates (the "Delivery Dates") set forth below:
Delivery Principal Plus Accrued
Date Amount Interest From:
---- ------ -------------
---------------- $--------------- ----------------
---------------- $--------------- ----------------
---------------- $--------------- ----------------
Payment for the Debt Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company or its order by
certified or bank cashier's check in [same day or New York Clearing House funds]
at [_________] (or at such other place as the undersigned and the Company shall
agree) at 11:00 A.M., New York City Time, on such Delivery Date upon issuance
and delivery to the undersigned of the Debt Securities to
-2-
be purchased by the undersigned on such Delivery Date in such authorized
denominations and, unless otherwise provided herein, registered in such names as
the undersigned may designate by written or telegraphic communications addressed
to the Company not less than five full business days prior to such Delivery
Date.
The obligation of the Company to sell and deliver, and of the undersigned
to take delivery of and make payment for, Debt Securities on each Delivery Date
shall be subject to the conditions that (1) the purchase of Debt Securities to
be made by the undersigned shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which the undersigned is subject, (2) the sale
of the Debt Securities by the Company pursuant to this contract shall not at the
time of delivery be prohibited under the laws of any jurisdiction to which the
Company is subject and (3) the Company shall have sold and delivered to the
Purchasers such principal amount of the Purchased Debt Securities as is to be
sold and delivered to them. In the event that Debt Securities are not sold to
the undersigned because one of the foregoing conditions is not met, the Company
shall not be liable to the undersigned for damages arising out of the
transactions covered by this contract.
Promptly after completion of the sale and delivery to the Purchasers, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by copies of the opinions of counsel for the
Company delivered to the Purchasers.
Failure to take delivery of and make payment for Debt Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
The undersigned represents and warrants that (a) as of the date of this
contract, the undersigned is not prohibited under the laws of the jurisdictions
to which the undersigned is subject from purchasing the Debt Securities hereby
agreed to be purchased and (b) the undersigned does not contemplate selling the
Debt Securities which it has agreed to purchase hereunder prior to the Delivery
Date therefore.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other. This contract shall be
governed by and construed in accordance with the laws of the State of Missouri.
This contract may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
It is understood that the acceptance of any Delayed Delivery Contract is in
the Company's sole discretion and, without limiting the foregoing, need not be
on a first-come, first-served basis. If the contract is acceptable to the
Company, it is requested that the Com-
-3-
pany sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract between the Company and the undersigned when such
counterpart is so signed.
Yours very truly,
________________________________
By ____________________________
________________________________
________________________________
Address
Accepted, as of the date first above written
The Empire District Electric Company
By_________________________________
-4-
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
are as follows:
(Please print.)
Telephone No.
Name (Including Area Code) Department
---- --------------------- ----------
The Empire District Electric Company
Form of Purchase Agreement
Unsecured Debt Securities
_____________________
(Date)
The Empire District Electric Company
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We refer to the unsecured debt securities of The Empire District Electric
Company (the "Company") covered by Registration Statement No. 333- , which
became effective on _________________ (the "Registration Statement"). On the
basis of the representations, warranties and agreements contained in this
Agreement, but subject to the terms and conditions herein set forth, the
purchaser or purchasers named in Schedule A hereto (the "Purchasers") agree to
purchase, severally, and the Company agrees to sell to the Purchasers,
severally, the respective principal amounts of the Company's unsecured debt
securities referred to below (the "Purchased Debt Securities") set forth
opposite the name of each Purchaser on Schedule A hereto.
The price at which the Purchased Debt Securities shall be purchased from
the Company by the Purchasers shall be ______% plus accrued interest, if any,
from ____________. The initial public offering price shall be _____% plus
accrued interest, if any, from ______________. The Purchased Debt Securities
will be offered as set forth in the Prospectus Supplement relating to such
Purchased Debt Securities.
The Purchased Debt Securities will have the following terms:
Title of Debt Securities: ______________
Interest Rate: ___% per annum
Interest Payment Dates: ______________
-2-
Maturity: ______________
Redemption Provisions: ______________
Sinking Fund: ______________
Conversion Provisions: ______________
The "Closing Date" (as
defined in Section 2
of the Company's
Standard Purchase
Provisions -- Unsecured
Debt Securities) shall be: ______________
The closing of the
purchase and sale of
the Purchased Debt Securities
shall take place at: ______________
The purchase price for
the Purchased Debt Securities
shall be paid by: ______________
The funds used to pay
for the Purchased Debt
Securities shall be: ______________
The Purchased Debt Securities
shall be made available for
inspection and packaging at: ______________
Other: ______________
Delayed Delivery
Contracts: [Authorized]/[Not authorized]
[Delivery Date ______________
-3-
Minimum principal
amount of Purchased
Debt Securities to be
sold pursuant to any
Delayed Delivery Contract: ______________
Maximum aggregate
principal amount of
Purchased Debt Securities
to be sold pursuant to all
Delayed Delivery Contracts: ______________
Compensation to
Purchasers: ______________]*
Notice to the Purchasers shall be sent to the following address:
If we are acting as Representative(s) for the several Purchasers named in
Schedule A hereto, we represent that we are authorized to act for such several
Purchasers in connection with this financing, and that, if there are more than
one of us, any action under this Agreement taken by any of us will be binding
upon all the Purchasers.
All of the provisions contained in the document entitled "The Empire
District Electric Company, Standard Purchase Provisions--Unsecured Debt
Securities," a copy of which has been previously furnished to us, are hereby
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein.
----------
* To be used if Delayed Delivery Contracts are authorized.
-4-
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement between the Company and the several Purchasers in
accordance with its terms.
Very truly yours,
[NAME OF PURCHASER]
By:
--------------------------------------
Name:
Title:
Acting on behalf of and as Representative(s)
of the several Purchasers named in
Schedule A hereto.*
----------
* To be deleted if the Purchase Agreement is not executed by one or more
Purchasers acting as Representative(s) of the Purchasers for purposes of
this Agreement.
The foregoing Purchase
Agreement is hereby confirmed
as of the date first above written
THE EMPIRE DISTRICT ELECTRIC COMPANY
By: _______________________________
Name:
Title:
SCHEDULE A TO PURCHASE AGREEMENT
Principal Amount
of Purchased Debt
Address and Securities to Be
Name Telecopier Number Purchased
-------------------
Total $
===================
