EXHIBIT 1.1
[Form of Underwriting Agreement
incorporating Xxxxxx Xxxxxx
Management, LLC Underwriting
Agreement Standard Provisions
dated January 31, 2003]
XXXXXX XXXXXX MANAGEMENT, LLC
UNDERWRITING AGREEMENT
, 20
------------ --
Xxxxxx Xxxxxx Management, LLC
Xxxxxx Xxxxxx Energy Partners, X.X.
Xxxxxx Xxxxxx, Inc.
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The underwriter or underwriters named below [, acting through
_____________, as representatives (the "Representatives"),] understand that
Xxxxxx Xxxxxx Management, LLC, a Delaware limited liability company (the
"Company"), proposes to issue and sell ______ shares, representing limited
liability company interests, [and the shareholders listed on Schedule A hereto
(the "Selling Shareholders") propose severally to sell the number of shares set
forth opposite their respective names on Schedule A hereto, representing an
aggregate of _______ shares of the Company] (such ____ shares being hereinafter
referred to as the ("Purchased Securities"), registered on Registration
Statement[s] No[s]. _________. Subject to the terms and conditions set forth
herein or incorporated by reference herein and referred to below, the Company
[and each Selling Shareholder] hereby agrees [severally and not jointly] to sell
and the underwriter or underwriters named below (such underwriter or
underwriters being herein called the "Underwriters") agree to purchase,
severally and not jointly, at a purchase price equal to $_____ per share, the
respective number of Purchased Securities (rounded up or down, as determined by
the [Representatives] [the Underwriters] in their discretion, in order to avoid
fractions) obtained by multiplying the _______ Purchased Securities [or the
number of Purchased Securities set forth opposite the name of such Selling
Shareholder on Schedule A hereto, as the case may be,] by a fraction the
numerator of which is the number of Purchased Securities set forth below and the
denominator of which is _____________.
Number of Purchased Number of Purchased
Name Securities Name Securities
---- ------------------- ---- -------------------
Total:
The Underwriters will pay for such Purchased Securities upon delivery
thereof at [state location] at 10:00 a.m. New York time on [state date].
[In addition, at the option of the Underwriters, the Company proposes
to issue and sell to the Underwriters an aggregate of not more than _____
additional shares [and certain of the Selling Shareholders propose severally to
sell to the Underwriters an aggregate of no more than _______ additional shares]
(such _______ additional shares being hereinafter collectively referred to as
the "Optional Securities").*
Upon written notice from the Underwriters given to the Company [and the
Selling Shareholders] not more than 30 days subsequent to the Closing Date, the
Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per share to be paid for the Purchased Securities. Subject to the
foregoing, the Company [and each Selling Shareholder] agrees [, severally and
not jointly,] to sell to the Underwriters the respective numbers of Optional
Securities obtained by multiplying the number of shares specified in such notice
by a fraction the numerator of which is ____________ [in the case of the Company
and the number of shares set forth opposite the names of each Selling
Shareholder listed on Schedule A hereto under the caption "Number of Optional
Securities" in the case of the Selling Shareholders] and the denominator of
which is ___________________ (subject to adjustment by the Underwriters to
eliminate fractions). Such Optional Securities shall be purchased from the
Company [and each Selling Shareholder] for the account of each Underwriter in
the same proportion as the number of Purchased Securities set forth opposite
such Underwriter's name bears to the total number of Purchased Securities
(subject to adjustment by the Underwriters to eliminate fractions) and may be
purchased by the Underwriters only for the purpose of covering overallotments
made in connection with the sale of the Purchased Securities. No Optional
Securities shall be sold or delivered unless the Purchased Securities previously
have been, or simultaneously are, sold and delivered. The right to purchase the
Optional Securities or any portion thereof may be surrendered and terminated at
any time upon notice by the Underwriters to the Company [and the Selling
Shareholders]. The Underwriters will pay for such Optional Securities upon
delivery thereof at [state location] at 10:00 a.m. New York time on a date
determined by the Underwriters which may be the Closing Date, but shall not be
later than 7 days after written notice of election to purchase Optional
Securities is given.*
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* To be added only if the Underwriters are granted an option to purchase
additional shares.
The following provisions shall apply to the Purchased Securities [and
the Optional Securities]:
Date referred to in Section 6(1) of the Standard Provisions:
Listing:
[other terms]:
All statements, requests, notices, communications and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or
sent by courier service, mail or facsimile transmission to the Underwriters in
care of ____________________ at _________________, Attention:
_____________________, Facsimile No. 000-000-0000; and if to the Company shall
be delivered or sent by mail, telex or facsimile transmission to it at One Xxxxx
Center, Suite 1000, 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, Attention: C. Park
Shaper, Vice President, Chief Financial Officer and Treasurer, Facsimile No.
000-000-0000[; provided, however, that if the foregoing address does not reflect
the address of an individual Underwriter, any notice to that Underwriter
pursuant to Section 7(d) hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its address set forth in its
Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company upon request to the foregoing address].
Notice given by delivery or courier service shall be effective upon actual
receipt. Notice given by mail shall be effective upon actual receipt or, if not
actually received, the third business day following deposit with the U.S. Post
Office, first-class postage pre-paid and return receipt requested. Notice given
by facsimile transmission shall be confirmed by appropriate answer back and
shall be effective upon actual receipt if received during the recipient's normal
business hours, or at the beginning of the recipient's next business day after
receipt if not received during the recipient's normal business hours.
Unless otherwise provided herein, all the provisions contained in the
document entitled Xxxxxx Xxxxxx Management, LLC
Underwriting Agreement Standard
Provisions dated January 31, 2003, a copy of which was filed as an exhibit to
Registration Statement No. 333-______ or was filed as an Exhibit to Form 8-K and
subsequently incorporated by reference into such Registration Statement, are
hereby incorporated herein 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.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us, and in addition have an authorized officer send us no later than
[state date and time] by wire, telex, facsimile transmission or other written
means, the following message:
"We have entered into the
Underwriting Agreement dated [insert
date] relating to the Purchased Securities referred to therein by
signing a copy of the
Underwriting Agreement and returning the same or
depositing the same in the mail to you."
Very truly yours,
[Name or names of Underwriter or Underwriters]
OR
[Name of Representative]
By:
Name:
Title:
[Acting severally on behalf of [itself]
[themselves] and the several
Underwriters named above]
Accepted:
XXXXXX XXXXXX MANAGEMENT, LLC
By:
Name:
Title:
XXXXXX XXXXXX ENERGY PARTNERS, L.P.
By: Kinder Xxxxxx X.X., Inc.
its general partner
By: Xxxxxx Xxxxxx Management, LLC,
its delegate
By:
Name:
Title:
XXXXXX XXXXXX, INC.
By:
Name:
Title:
[Name of each Selling Shareholder]
[By:
Name:
Title:]
