EXHIBIT 1(c)
[Draft--3/11/98]
13,000,000 Shares
PREMIER PARKS INC.
Common Stock
AGREEMENT BETWEEN U.S. UNDERWRITERS
AND INTERNATIONAL MANAGERS
, 1998
AGREEMENT by and between (a) the U.S. Underwriters (the "U.S.
Underwriters") named in Schedule 1 to the U.S. Underwriting Agreement dated the
date hereof (the "U.S. Underwriting Agreement") among Premier Parks Inc., a
Delaware corporation (the "Company"), its subsidiaries which are parties
thereto, Six Flags Entertainment Corporation ("SFEC") and its subsidiaries which
are parties thereto, and Xxxxxx Brothers Inc., Xxxxx Xxxxxx Inc., Xxxxxx Xxxx
LLC and NationsBanc Xxxxxxxxxx Securities LLC, as Representatives (the
"Representatives") of the U.S. Underwriters, and (b) the International Managers
(the "International Managers") named in Schedule 1 to the International
Underwriting Agreement dated the date hereof (the "International Underwriting
Agreement") among the Company, its subsidiaries which are parties thereto, SFEC
and its subsidiaries which are parties thereto, and Xxxxxx Brothers
International (Europe), Xxxxx Xxxxxx Inc., Xxxxxx Xxxx LLC and NationsBanc
Xxxxxxxxxx Securities LLC as Lead Managers (the "Lead Managers") for the
International Managers.
WHEREAS, the U.S. Underwriters, pursuant to the U.S.
Underwriting Agreement, have agreed to purchase from the Company an aggregate of
10,400,000 shares of the Company's Common Stock (par value $.05 per share) (the
"U.S. Stock") to be offered and sold in the United States and Canada, and the
International Managers, pursuant to the International Underwriting Agreement,
have agreed to purchase from the Company an aggregate of 2,600,000 shares of the
Company's Common Stock (par value $.05 per share) (the "International Stock") to
be offered and sold outside the United States and Canada; the U.S. Stock and the
International Stock are hereinafter collectively referred to as the "Firm
Stock";
2
WHEREAS, solely for the purpose of covering over-allotments,
the U.S. Underwriters, pursuant to the U.S. Underwriting Agreement, have been
granted options by the Company to purchase up to 1,560,000 additional shares of
the Company's Common Stock (the "U.S. Option Stock") and the International
Managers, pursuant to the International Underwriting Agreement, have been
granted options by the Company to purchase up to 390,000 additional shares of
the Company's Common Stock (the "International Option Stock") (the U.S. Option
Stock and the International Option Stock are hereinafter collectively referred
to as the "Option Stock", and the Firm Stock and the Option Stock are
hereinafter collectively referred to as the "Stock"); and
WHEREAS, in connection with the foregoing, the Representatives
and the Lead Managers deem it necessary and advisable that certain of the
activities of the U.S. Underwriters and the International Managers be
coordinated pursuant to this Agreement;
NOW, THEREFORE, the Representatives (on behalf of the U.S.
Underwriters) and the Lead Managers (on behalf of the International Managers)
hereby agree as follows:
1. (a) The U.S. Underwriters, acting through the
Representatives, and the International Managers, acting through the Lead
Managers, agree that they will consult with each other as to the availability
for sale to the public of Stock purchased pursuant to the U.S. Underwriting
Agreement and the International Underwriting Agreement, from time to time until
the earliest of (i) the termination of the provisions of the Supplemental
Agreement Among U.S. Underwriters dated the date hereof (the "Agreement Among
U.S. Underwriters"), (ii) the termination of the provisions of the Agreement
Among International Managers dated the date hereof (the "Agreement Among
International Managers") or (iii) a mutual agreement of the U. S. Underwriters,
acting through the Representatives, and the International Managers, acting
through the Lead Managers, to terminate the selling restrictions set forth in
Sections 2(a) and 2(b) of this Agreement.
(b) At any time and from time to time as mutually agreed
between the Representatives and the Lead Managers, the Representatives may sell
(for the accounts of one or more U.S. Underwriters) to the Lead Managers (for
the ac counts of the International Managers) such number of shares
3
of U.S. Stock purchased pursuant to the U.S. Underwriting Agreement and
remaining unsold, as may be so mutually agreed upon. From time to time as
mutually agreed between the Lead Managers and the Representatives, the Lead
Managers may sell (for the accounts of one or more International Managers) to
the Representatives (for the accounts of U.S. Underwriters) such number of
shares of International Stock purchased pursuant to the International
Underwriting Agreement and remaining unsold, as may be so mutually agreed upon.
(c) Unless otherwise determined by mutual agree ment between
the Representatives and the Lead Managers, the price of any Stock so purchased
or sold shall be the public offering price as then in effect for Stock being
sold by the U.S. Underwriters and the International Managers less the selling
concession allocable to such Stock. Settlement between the Representatives and
the Lead Managers with respect to any Stock which the Representatives and the
Lead Managers have agreed to purchase or sell pursuant to this Agreement shall
occur at least two business days prior to each Delivery Date specified in the
U.S. Underwriting Agreement and, in the case of purchases and sales made
thereafter, as promptly as practicable but in no event later than three business
days after the transaction date. Certificates for the Stock so purchased shall
be delivered on the respective settlement dates. The liability for payment to
the Company of the purchase price of the Stock being purchased by the U.S.
Underwriters under the U.S. Underwriting Agreement and the liability for payment
to the Company of the purchase price of the Stock being purchased by the
International Managers under the International Underwriting Agreement,
respectively, shall not be affected by the provisions of this Agreement. The
U.S. Underwriters and the International Managers shall pay any sales or transfer
taxes, fees or other charges payable in connection with the sale or delivery of
Stock sold by them under this Agreement.
(d) The obligations of the U.S. Underwriters in respect of any
purchase or sale of Stock hereunder shall be pro rata in accordance with the
proportion of the total number of shares of Stock which the U.S. Underwriters
are obligated to purchase from the Company pursuant to the U.S. Underwriting
Agreement; provided, however, that if the net purchases of International Stock
hereunder by the U.S. Underwriters exceed 15% of the aggregate number of shares
of U.S. Stock to be purchased from the Company by the U.S. Underwriters pursuant
to the U.S. Underwriting Agreement,
4
the excess shares of International Stock shall be purchased by such U.S.
Underwriters as shall be designated by the Representatives.
2. (a) (i) Each U.S. Underwriter agrees that, except for (i)
purchases and sales pursuant to Section 1 hereof, (ii) transactions described in
paragraph (c) of this Section 2, (iii) stabilization transactions contemplated
under Section 3 hereof and (iv) other transactions spe cifically approved by the
Representatives and the Lead Managers, (A) it is not purchasing any Stock for
the account of anyone other than a U.S. or Canadian Person (as defined below),
(B) it has not offered or sold, and will not offer, sell, resell or deliver,
directly or indirectly, any of the Stock or distribute any Preliminary
Prospectus or U.S. Pro spectus (each as defined in the Agreement Among U.S.
Underwriters) to anyone other than a U.S. or Canadian Person and (C) that any
dealer to whom it may sell any of the Stock (x) will represent that it is not
purchasing for the account of anyone other than a U.S. or Canadian Person and
(y) will agree that it will not offer, sell, resell or deliver, directly or
indirectly, any of the Stock or distribute any Preliminary Prospectus or U.S.
Prospectus to anyone other than a U.S. or Canadian Person or to any other dealer
who does not so represent and agree.
(ii) Each U.S. Underwriter agrees that each offer of shares
made by it in Canada shall be made pursuant to applicable Canadian
securities laws.
(b) Each International Manager agrees that, except for (i)
purchases and sales pursuant to Section 1 hereof, (ii) transactions described in
paragraph (c) of this Section 2, (iii) stabilization transactions contemplated
under Section 3 hereof and (iv) other transactions specifically approved by the
Lead Managers and the Representatives, (A) it is not purchasing any Stock for
the account of any U.S. or Canadian Person, (B) it has not of fered or sold, and
will not offer, sell, resell or deliver, directly or indirectly, any of the
Stock or distribute any Preliminary Prospectus or International Prospectus (each
as defined in the Agreement Among International Managers) to any U.S. or
Canadian Person and (C) that any dealer to whom it may sell any of the Stock (x)
will represent that it is not purchasing for the account of any U.S. or Canadian
Person and (y) will agree that it will not offer, sell, resell or deliver,
directly or indirectly, any of the Stock or distribute any Preliminary
Prospectus or International
5
Prospectus to any U.S. or Canadian Person or to any other dealer who does not so
represent and agree.
(c) The limitations of this Section 2 shall not restrict (i)
offers, sales, resales, deliveries or dis tributions by a U.S. Underwriter to or
through investment advisors who are U.S. or Canadian Persons, or other U.S. or
Canadian Persons exercising investment discretion, who are purchasing for the
account of anyone other than a U.S. or Canadian Person, or offers, sales,
resales, deliveries or distributions by an International Manager to or through
investment advisors who are not U.S. or Canadian Persons, or other persons
exercising investment discretion who are not U.S. or Canadian Persons, who are
purchasing for the account of a U.S. or Canadian Person, (ii) purchases by a
U.S. Underwriter who is also acting as an International Manager of Stock for the
account of anyone other than a U.S. or Canadian Person, or purchases by an
International Manager who is also acting as a U.S. Underwriter of Stock for the
account of a U.S. or Canadian Person or (iii) offers or sales by a U.S.
Underwriter who is also acting as an International Manager of Stock to anyone
other than a U.S. or Canadian Person, or offers or sales by an International
Manager who is also acting as a U.S. Underwriter of Stock to a U.S. or Canadian
Person.
(d) As used herein, "U.S. or Canadian Person" means any
resident or citizen of the United States or Canada, any corporation, partnership
or other entity created or organized in or under the laws of the United States
or Canada or any political subdivision thereof or any estate or trust the income
of which is subject to United States federal income taxation or Canadian income
taxation regardless of the source (other than the foreign branch of any U.S. or
Canadian Person), and includes any United States or Canadian branch of a person
other than a U.S. or Canadian Person. The term "United States" means the United
States of America (including the states thereof and the District of Columbia)
and its territories, its possessions and other areas subject to its jurisdiction
and the term "Canada" means Canada, its provinces, territories, possessions and
other areas subject to its jurisdiction.
3. (a) All stabilization transactions, if any, conducted in
the United States or Canada shall be conducted through Xxxxxx Brothers Inc., and
all stabilization trans actions, if any, conducted outside the United States and
Canada shall be conducted through Xxxxxx Brothers
6
International (Europe), so that stabilization activities both within and outside
the United States and Canada shall be coordinated and conducted in compliance
with any applicable laws and regulations.
(b) The U.S. Underwriters shall have responsi bility with
respect to any action which the Representatives may take to make over-allotments
in arranging for sales of Stock in the United States and Canada, and the
International Managers shall have responsibility with respect to any action
which the Lead Managers may take to make over-allotments in arranging for sales
of Stock outside the United States and Canada.
(c) The Lead Managers undertake, and agree to cause each of
the International Managers to undertake, that in connection with the
distribution of the Stock they will comply with the prohibitions against trading
by persons interested in a distribution set forth in Regulation M under the
United States Securities Exchange Act of 1934, as amended, and Sections 9 and 10
of the Agreement Among International Managers. The International Managers will
cause each dealer who has agreed to participate or is participating in the
distribution to give a similar undertaking.
(d) All stabilization transactions conducted by Xxxxxx
Brothers Inc. or Xxxxxx Brothers International (Europe) shall be for the
respective accounts of the several U.S. Underwriters and the several
International Managers in the proportions set forth in Section 4 hereof. In no
event shall the net commitment pursuant to overallotment of such stabilization
transactions, including the net commitment for long or short account represented
by the Stock purchased or sold pursuant to Section 1 hereof, exceed in the case
of each U.S. Underwriter or International Manager, 15% of the aggregate initial
public offering price of the total number of shares of Stock which such U.S.
Underwriter or Interna tional Manager is obligated to purchase pursuant to the
U.S. Underwriting Agreement or the International Underwriting Agreement, as the
case may be, and this Agreement.
4. The Representatives and the Lead Managers shall agree as to
the expenses which will constitute expenses of the underwriting and distribution
of the Stock common to the U.S. Underwriters and the International Managers
which expenses, as well as any stabilizing profits, shall be allocated between
the U.S. Underwriters, on the one
7
hand, and the International Managers, on the other hand, in the same proportions
as the number of shares of Stock agreed to be purchased under the U.S.
Underwriting Agreement and the number of shares of Stock agreed to be purchased
under the International Underwriting Agreement bear to the total number of
shares of Stock. It is agreed that such common expenses shall, unless otherwise
agreed by the Representatives and the Lead Managers, be limited to any losses or
expenses incurred in stabilizing the market price of the Stock in accordance
with Section 3 hereof. Except with respect to such common expenses, the U.S.
Underwriters will pay the aggregate expenses incurred in connection with the
purchase, carrying or sale of the Stock purchased by the U.S. Underwriters from
the Company and the International Managers will pay the aggregate expenses
incurred in connection with the purchase, carrying or sale of the Stock
purchased by the International Managers from the Company.
5. The Representatives and the Lead Managers agree that:
(a) the Lead Managers will not establish a Delivery Date under
the International Underwriting Agreement which differs from that
established under the U.S. Underwriting Agreement, and if such Delivery
Date is postponed by action of the U.S. Underwriters as provided in the
U.S. Underwriting Agreement or by action of the International Managers
as provided in the International Underwriting Agreement, it will be
post poned to a date and time mutually agreed upon by the
Representatives and the Lead Managers;
(b) changes in the respective public offering prices or in the
respective selling concessions and reallowances to dealers will be made
only by mutual agreement until the time specified in Section 1(a)
hereof;
(c) the Representatives and the Lead Managers will each keep
the other fully informed of the progress of the offering and
distribution of the Stock;
(d) the Representatives will not cause the termination of the
Agreement Among U.S. Underwriters and the Lead Managers will not cause
the termination of the Agreement Among International Managers without,
in each case, the consent of the other until 30 days after the date
hereof; and
8
(e) advertising with respect to the offering shall be as
determined by Xxxxxx Brothers Inc.
6. This Agreement may be amended prior to any Delivery Date
specified in the U.S. Underwriting Agreement and the International Underwriting
Agreement by mutual written consent of the Representatives and the Lead
Managers.
7. This Agreement may be signed in several coun terparts,
which together shall constitute one and the same instrument.
9
8. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
choice of law or conflicts of law principles thereof.
IN WITNESS WHEREOF, this Agreement has been executed on the
date first above written.
XXXXXX BROTHERS INC.
XXXXX XXXXXX INC.
XXXXXX XXXX LLC
NATIONSBANC XXXXXXXXXX
SECURITIES LLC
For themselves and as Repre-
sentatives for each of the
several U.S. Underwriters
by XXXXXX BROTHERS INC.
by
-------------------------------
Authorized Representative
XXXXXX BROTHERS INTERNATIONAL
(EUROPE)
XXXXX XXXXXX INC.
XXXXXX XXXX LLC
NATIONSBANC XXXXXXXXXX
SECURITIES LLC
For themselves and as Lead
Managers for each of the
several International Managers
by XXXXXX BROTHERS INTERNATIONAL
(EUROPE)
by
-------------------------------
Authorized Representative
