$300,000,000
KEY3MEDIA GROUP, INC.
11.250% SENIOR SUBORDINATED NOTES DUE 2011
UNDERWRITING AGREEMENT
June 22, 2001
June 22, 2001
Xxxxxx Xxxxxxx & Co. Incorporated
UBS Warburg LLC
BNY Capital Markets, Inc.
Fleet Securities, Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs and Mesdames:
KEY3MEDIA GROUP, INC., a Delaware corporation (the "COMPANY"), proposes
to issue and sell to the several Underwriters named in Schedule I hereto (the
"UNDERWRITERS") $300,000,000 principal amount of its 11.250% Senior Subordinated
Notes due 2011 (the "SECURITIES") to be issued pursuant to the provisions of an
Indenture dated as of June 26, 2001 (the "INDENTURE") among the Company, as
issuer, Key3Media Events, Inc., a Delaware corporation (the "GUARANTOR"), as
guarantor, and The Bank of New York, as trustee (the "TRUSTEE"). The obligations
of the Company under the Securities and the Indenture shall be unconditionally
guaranteed on a senior subordinated basis by the Guarantor pursuant to the terms
of the Indenture (the "GUARANTEE").
The Company has prepared and filed with the Securities and Exchange
Commission (the "COMMISSION") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively called the "SECURITIES ACT"), a registration
statement on Form S-3, including a prospectus, relating to, among other things,
certain debt securities, common stock (par value $.01 per share), warrants,
preferred stock (par value $.01 per share), and depositary shares of the Company
to be issued from time to time by the Company (the "SHELF SECURITIES"). The
Company has filed with, or proposes to file with, the Commission pursuant to
Rule 424 under the Securities Act one or more prospectus supplements
specifically relating to the Securities and the Guarantee. The registration
statement as amended to the date of this Agreement is hereinafter referred to as
the "REGISTRATION STATEMENT". The related prospectus covering the Shelf
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "BASIC PROSPECTUS". The Basic Prospectus as
supplemented by the prospectus supplement specifically relating to the
Securities and the Guarantee in the form first used to confirm sales of the
Securities is hereinafter referred to as the "PROSPECTUS". Any reference in this
Agreement to the Registration Statement, the Basic Prospectus, any preliminary
form of the Prospectus (a "PRELIMINARY PROSPECTUS") previously filed with the
Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the Securities Act which were filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "EXCHANGE ACT") on or before the date
of this Agreement, the Basic Prospectus, any preliminary prospectus and the
Prospectus, respectively; and any reference to "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any preliminary
prospectus or the Prospectus shall be deemed to refer to and include any
documents filed under the Exchange Act after the date of this Agreement, the
Basic Prospectus, any preliminary prospectus and the Prospectus, respectively,
which are deemed to be incorporated by reference therein.
The following transactions (the "TRANSACTIONS") will occur prior to or
concurrently with the consummation of the offering of the Securities, on terms
that conform in all material respects to the description thereof in the
Prospectus: (i) the Company will enter into a new bank revolving credit facility
with a syndicate of banks and financial institutions that will commit to lend up
to $150,000,000 to the Company for general corporate purposes with Xxxxxx
Xxxxxxx Senior Funding, Inc. as Administrative Agent (the "NEW CREDIT FACILITY")
and all of the conditions to borrowings thereunder shall have been satisfied or
waived, (ii) the Company will cause the Guarantor to prepay all of its
outstanding loans under the Credit Agreement, dated as of August 3, 2000, among
the Guarantor and certain other parties named therein (the "OLD CREDIT
FACILITY") and (iii) the Company will repurchase all of its outstanding zero
coupon senior debentures which were initially issued on August 18, 2000 (the
"OLD DEBENTURES" and collectively with the Old Credit Facility, the "OLD
FINANCING Documents").
1. Representations and Warranties. Each of the Company and the
Guarantor, jointly and severally, represents and warrants to, and agrees with,
each of the Underwriters that:
(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or, to
the knowledge of the Company or the Guarantor, threatened by the
Commission.
(b) (i) The Registration Statement, when it became effective, and
any amendment or supplement thereto prior to the date of this
Agreement, as of the date it was made, did not contain and, as amended
or supplemented in the future, if applicable, will not contain any
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 not misleading, (ii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Securities Act and (iii) the
Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain 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 they were made, not
misleading, except that the representations and warranties set forth
in this paragraph do not apply to (A) statements or omissions in the
Registration Statement or the Prospectus or amendments or supplements
thereto based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly
for use therein or (B) that part of the Registration Statement that
constitutes the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), of the
Trustee.
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(c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT"); all
of the issued shares of capital stock of the Company have been duly
and validly authorized and issued, are fully paid and non-assessable.
(d) Each significant subsidiary (as defined in Rule 1-02(w) of
Regulation S-X promulgated by the Commission) of the Company has been
duly incorporated and is an existing corporation in good standing
under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as
a whole; all of the issued shares of capital stock of each significant
subsidiary of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned directly by
the Company, free and clear of all liens, encumbrances, equities or
claims other than those under the New Credit Facility or Old Financing
Documents.
(e) The Guarantor is the only direct or indirect subsidiary of
the Company that is incorporated or organized under the laws of the
United States of America or any state thereof which has assets with a
fair market value of more than $1,000,000.
(f) This Agreement has been duly authorized, executed and
delivered by each of the Company and the Guarantor.
(g) The Indenture has been duly qualified under the Trust
Indenture Act and on or prior to the Closing Date (as hereinafter
defined) will have been duly authorized, executed and delivered by
each of the Company and the Guarantor, and will be a valid and binding
agreement of each of the Company and the Guarantor, enforceable
against each of the Company and the Guarantor 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.
(h) The Securities have been duly authorized by the Company and,
upon execution and delivery of the Indenture by the parties thereto
and when the Securities are executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by
the Underwriters in accordance with the terms of this
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Agreement, will be entitled to the benefits of the Indenture and
will be valid and 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.
(i) The Guarantee has been duly authorized by the Guarantor, and
upon execution and delivery of the Indenture by the parties thereto
and when the Securities are executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by
the Underwriters in accordance with the terms of this Agreement, will
be entitled to the benefits of the Indenture and will be valid and
binding obligations of the Guarantor, enforceable 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.
(j) The execution and delivery by the Company and the Guarantor
of, and the performance by the Company and the Guarantor of their
respective obligations under, this Agreement, the Indenture, the
Securities (in the case of the Company) and the Guarantee (in the case
of the Guarantor) will not contravene any provision of (i) the
certificate of incorporation or by-laws of the Company or the
Guarantor, (ii) any agreement or other instrument binding upon the
Company or any of its subsidiaries, or (iii) any law, judgment, order
or decree of any governmental body, agency or court having
jurisdiction over the Company or any of its subsidiaries, except in
the case of clauses (ii) and (iii), for any such contraventions under
the Old Financing Documents or which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for
the performance by the Company and the Guarantor of their respective
obligations under this Agreement, the Indenture, the Securities (in
the case of the Company) and the Guarantee (in the case of the
Guarantor), except for those that have been obtained or such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities.
(k) The Securities and the Guarantee conform in all material
respects to the description thereof contained in the Prospectus under
the heading "Description of the Notes."
(l) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus.
(m) There are no legal or governmental proceedings pending or, to
the knowledge of the Company and the Guarantor, threatened to which
the Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or
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the Prospectus and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits
to the Registration Statement that are not described or filed as
required.
(n) Each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 424 under the Securities Act, complied when so
filed in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder.
(o) Neither the Company nor the Guarantor is, nor after giving
effect to the Transactions, will be, required to register as an
"investment company" pursuant to the Investment Company Act of 1940,
as amended.
(p) The Company and its subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL Laws"), (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or
other approvals or failure to comply with the terms and conditions of
such permits, licenses or approvals would not, singly or in the
aggregate, have a Material Adverse Effect.
(q) PricewaterhouseCoopers LLP were, and Ernst & Young LLP are,
independent public accountants with respect to the Company as required
by the Securities Act.
(r) The Company and each of its subsidiaries have good and
marketable title, free and clear of all liens, claims, encumbrances
and restrictions which are required to be described in the
Registration Statement or the Prospectus and are not so described
except for those under the New Credit Facility or the Old Financing
Documents and liens for taxes not yet due and payable, to all property
and assets described in the Registration Statement as being owned by
them, and all leases to which the Company or any of its subsidiaries
is a party are valid and binding and no default by the Company or any
such subsidiary, or, to the best of the Company's knowledge, by any
other party to any such leases, has occurred or is continuing
thereunder, except for any breaches of any of the foregoing which,
individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.
(s) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles; (iii) access
to assets is permitted only in accordance with management's general or
specific authorization; and
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(iv) the recorded amounts for assets are compared with the actual
levels at reasonable intervals and appropriate action is taken with
respect to any differences.
2. Agreements to Sell and Purchase. The Company hereby agrees to sell
to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective principal amounts of Securities set forth in Schedule I
hereto opposite its name at a purchase price of 97.25% of the principal amount
thereof (the "PURCHASE PRICE").
Each of the Company and the Guarantor hereby agrees that, without the
prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the
Underwriters, it will not, during the period beginning on the date hereof and
continuing to and including the Closing Date, offer, sell, contract to sell or
otherwise cause to be issued or incurred any debt securities of the Company or
the Guarantor, or warrants to purchase debt securities of the Company or the
Guarantor, other than the sale of the Securities under this Agreement and
borrowings under the New Credit Facility.
3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Securities as soon after the parties hereto have executed this Agreement as
in your judgment is advisable. The Company is further advised by you that the
Securities are to be offered to the public initially at 100% of their principal
amount (the "PUBLIC OFFERING PRICE").
The Company hereby confirms its engagement of UBS Warburg LLC (in such
capacity, the "QIU") to render services, and UBS Warburg LLC hereby accepts such
engagement, as a "qualified independent underwriter" within the meaning of Rule
2720 of the Conduct Rules of the National Association of Securities Dealers,
Inc. with respect to the offering and sale of the Securities. The yield at which
the Securities will be sold to the public shall not be lower than the yield
recommended by the QIU.
4. Payment and Delivery. Payment for the Securities shall be made to
the Company in Federal or other funds immediately available in New York City at
10:00 a.m., New York City time, on June 26, 2001, or at such other time on the
same or such other date, not later than July 6, 2001, as shall be designated in
writing by you. The time and date of such payment are hereinafter referred to as
the "CLOSING DATE."
Payment for the Securities shall be made against delivery to you on the
Closing Date for the respective accounts of the several Underwriters of the
Securities registered in such names and in such denominations as you shall
request in writing not later than one full business day prior to the Closing
Date. The certificates evidencing the Securities shall be in definitive form or
global form as specified by you, and delivered to you on the Closing Date for
the respective accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Securities to the Underwriters
duly paid, against payment of the Purchase Price therefor by wire transfer in
immediately available funds to the account specified by the
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Company to the Underwriters (no later than noon on the business day prior to the
Closing Date) at the office of Shearman & Sterling, counsel to the Underwriters.
5. Conditions to the Underwriters' Obligations. The obligations of the
Company to sell the Securities to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Securities are subject to each
of the following conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing pursuant to the Securities Act; no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
commenced or shall be pending before or, to the best of the Company's
knowledge, contemplated by the Commission.
(b) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall
any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not
indicate the direction of the possible change, in the rating
accorded the Company or the Guarantor, or any of the Company's or
the Guarantor's debt securities, or in the rating outlook for the
Company or the Guarantor by any "nationally recognized
statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole,
from that set forth in the Prospectus that, in your judgment, is
material and adverse and that makes it, in your judgment,
impracticable to market the Securities on the terms and in the
manner contemplated in the Prospectus.
(c) The Underwriters shall have received on the Closing Date
certificates, dated the Closing Date and signed by executive officers of
the Company and the Guarantor, to the effect set forth in Section 5(a),
5(b)(i) and to the effect that the representations and warranties of the
Company and the Guarantor contained in this Agreement are true and correct
as of the Closing Date and the Company and the Guarantor have complied with
all of the agreements and satisfied all of the conditions on their part to
be performed or satisfied hereunder on or before the Closing Date.
The officers signing and delivering such certificate may rely upon the
best of their knowledge as to proceedings threatened.
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(d) The Underwriters shall have received on the Closing Date an
opinion of Xxxxxxxx & Xxxxxxxx, outside counsel for the Company and the
Guarantor, dated the Closing Date, to the effect:
(i) each of the Company and the Guarantor has been duly
incorporated and is an existing corporation in good standing under the
laws of the jurisdiction of its incorporation;
(ii) this Agreement has been duly authorized, executed and
delivered by the Company and the Guarantor;
(iii) the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by,
and is a valid and legally binding agreement of, the Company and the
Guarantor, enforceable 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;
(iv) the Securities have been duly authorized, executed,
authenticated, issued and delivered, and are valid and binding
obligations of the Company, enforceable 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;
(v) the Guarantee has been duly authorized by the Guarantor and
is a valid and binding obligation of the Guarantor, enforceable 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;
(vi) all regulatory consents, authorizations, approvals and
filings required to be obtained or made by the Company or the
Guarantor under the Federal laws of the United States and the laws of
the State of New York for the issuance, sale and delivery of the
Securities by the Company to the Underwriters have been obtained or
made;
(vii) the issuance of the Securities in accordance with the
Indenture and the sale of the Securities by the Company to you
pursuant to this Agreement do not, and the performance by each of the
Company and the Guarantor of its obligations under the Indenture and
this Agreement will not, violate the certificate of incorporation or
by-laws of the Company or the Guarantor or any Federal law of the
United States or law of the State of New York; provided, however,
that, for purposes of this paragraph (viii), such counsel need not
express an opinion with respect to Federal or state securities laws,
other antifraud laws and fraudulent transfer laws; and provided,
further, that insofar as performance by the Company
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or the Guarantor of its obligations under the Indenture and this
Agreement, such counsel need not express an opinion as to bankruptcy,
insolvency, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights;
(viii) the Company is not, and as a result of the transactions
contemplated by the Prospectus will not be, required to register as an
"investment company" pursuant to the United States Investment Company
Act of 1940, as amended; and
(ix) Such counsel reviewed the Registration Statement and
Prospectus, participated in discussions with the representatives of
the Underwriters and those of the Company and its accountants, and
advised the Company as to the requirements of the Securities Act and
the applicable rules and regulations thereunder and between the date
of the Prospectus and time of delivery of such letter, such counsel
participated in further discussions with representatives of the
Underwriters and those of the Company and its accountants regarding
the content of certain portions of the Prospectus and certain related
matters and reviewed certificates of certain officers of the Company
and a letter addressed to the representatives of the Underwriters from
the Company's independent accountants; on the basis of the information
that such counsel gained in the course of the performance of such
services, considered in light of their understanding of the applicable
law (including the requirements of Form S-3 and the character of the
prospectus contemplated thereby) and the experience they have gained
through their practice under the Securities Act, such counsel confirms
to the Underwriters that (A) in their opinion, the Registration
Statement, as of its effective date, and the Prospectus, as of the
date of the Prospectus, appeared on their face to be appropriately
responsive in all material respects to the requirements of the
Securities Act , the Trust Indenture Act and the applicable rules and
regulations of the Commission thereunder, (B) nothing that came to the
attention of such counsel in the course of such review has caused them
to believe that the Registration Statement or Prospectus, as of the
effective date of the Registration Statement, contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as of the date of the
Prospectus, contained any untrue statements of a material fact or
omitted to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading and (C) on the basis of the limited
procedures between the date of such Prospectus and the time of
delivery of such letter which are described in such letter, nothing
that has come to their attention in the course of such procedures has
caused them to believe that the Prospectus, as of the date and time of
delivery of such letter, contained any untrue statements of a material
fact or omitted to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they
were made, not misleading. In rendering the letter pursuant to this
clause (x), such counsel may
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state that the limitations inherent in the independent verification of
the factual matters and the character of determinations involved in
the registration process are such, however, that they do not assume
any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus
except for those made under captions "Description of the Notes,"
"United States Taxation" and "Underwriting" insofar as they relate to
the Indenture, the Securities, the Guarantee or this Agreement or to
provisions of the federal laws of the United States, the laws of the
State of New York or the Delaware General Corporation Law (the "DGCL")
therein described, and that they do not express any opinion or belief
as to financial statements or as to other financial data derived from
accounting records contained in or described in the Registration
Statement or the Prospectus, or as to the statement of eligibility and
qualification of the Trustee under the Indenture; and that their
letter is furnished as special counsel for the Company and is solely
for the benefit of the several Underwriters;
in giving such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States, the laws of the State of New York and the DGCL. Such counsel may
also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and the subsidiaries of the Company and certificates of public
officials.
(e) The Underwriters shall have received on the Closing Date an
opinion of the General Counsel for the Company and the Guarantor, dated the
Closing Date, to the effect:
(i) each of the Company and the Guarantor has the corporate power
and authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a Material Adverse
Effect.
(ii) each subsidiary of the Company, other than the Guarantor,
has been duly incorporated and is an existing corporation in good
standing under the laws of the jurisdiction of its incorporation, has
the corporate power and authority to own its property and to conduct
its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a
Material Adverse Effect; all of the issued shares of capital stock of
each subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable, and are owned directly
by the Company, free and clear of all liens, encumbrances, equities or
claims; and
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(iii) the execution and delivery by the Company and the Guarantor
of, and the performance by the Company and the Guarantor of their
respective obligations under, this Agreement, the Indenture, the
Securities (in the case of the Company) and the Guarantee (in the case
of the Guarantor) will not, to the best of such counsel's knowledge,
contravene any agreement or other instrument binding upon the Company
or any of its subsidiaries except, in the case of clauses (ii) and
(iii), for any such contraventions under the Old Financing Documents
or which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, or, to the best of such
counsel's knowledge, any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company or any of
its subsidiaries, and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for
the performance by the Company and the Guarantor of their respective
obligations under this Agreement, the Indenture, the Securities (in
the case of the Company) and the Guarantee (in the case of the
Guarantor), except for those that have been obtained or such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities; and
(iv) such counsel does not know of any legal or governmental
proceedings pending or, to the knowledge of the Company and the
Guarantor, threatened to which the Company or any of its subsidiaries
is a party or to which any of the properties of the Company or any of
its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or
of any contracts or other documents that are required to be described
in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or filed
as required;
in giving such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States, the laws of the State of California and the DGCL. Such counsel
may also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and the subsidiaries of the Company and certificates of public
officials;
(f) The Underwriters shall have received on the Closing Date an
opinion of Shearman & Sterling, counsel for the Underwriters, dated the
Closing Date, covering the matters referred to in Sections 5(d)(iv),
5(d)(v), 5(d)(vi) and 5(d)(vii) and 5(d)(xi)(A), 5(d)(xi)(B) and
5(d)(xi)(C) above.
With respect to clauses 5(d)(xi)(A), 5(d)(xi)(B) and 5(d)(xi)(C)
above, Shearman & Sterling may state that their opinion and belief are
based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto (other
than the documents incorporated by reference) and review and discussion of
the contents thereof (including documents incorporated therein by
reference), but are without independent check or verification except as
specified.
11
(g) The Underwriters shall have received on each of the date hereof
and the Closing Date a letter, dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to the Underwriters,
from Ernst & Young, LLP, independent public accountants of the Company,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Registration Statement and the
Prospectus; provided that the letter delivered on the Closing Date shall
use a "cut-off date" not earlier than the date hereof.
(h) The Underwriters shall have received on each of the date hereof
and the Closing Date a letter, dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to the Underwriters,
from PricewaterhouseCoopers LLP, previous independent public accountants of
the Company, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to
the financial statements and certain financial information contained in or
incorporated by reference into the Prospectus.
(i) The Underwriters shall have received such other documents and
certificates as are reasonably requested by you or your counsel.
(j) Concurrently with or prior to the issuance and sale of the
Securities, the Transactions shall be consummated (i) on terms that conform
in all material respects to the description thereof in the Prospectus, and
(ii) the Underwriters shall have received true and correct copies of all
documents pertaining thereto and evidence of the consummation thereof
reasonably satisfactory to the Underwriters.
(k) At and as of the Closing Date, after giving effect to the
Transactions and other transactions contemplated by the Prospectus, there
shall exist no condition that would constitute a default, or an event that,
with notice or lapse of time or both, would constitute a default, under the
New Credit Facility.
(l) The QIU shall have delivered a letter substantially in the form of
Exhibit A hereto.
6. Covenants of the Company and the Guarantor. In further consideration
of the agreements of the Underwriters contained herein, each of the Company and
the Guarantor, jointly and severally, covenants with each Underwriter as
follows:
(a) To furnish to you, without charge, five signed copies of the
Registration Statement (including exhibits thereto and documents
incorporated therein by reference) and for delivery to each other
Underwriter a conformed copy of the Registration Statement (without
exhibits thereto but including documents incorporated therein by reference)
and to furnish to you in New York City, without charge, prior to 10:00 a.m.
New York City time on the business day next succeeding the date of this
Agreement and during the period mentioned in Section 6(c) below, as many
copies of the Prospectus, any
12
documents incorporated therein by reference and any supplements and
amendments thereto or to the Registration Statement as you may reasonably
request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering
of the Securities as in the reasonable opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur or
condition exist as a result of which it is necessary to amend or supplement
the Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if, in the reasonable opinion of counsel for the
Underwriters, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission
and furnish, at its own expense, to the Underwriters and to the dealers
(whose names and addresses you will furnish to the Company) to which
Securities may have been sold by you on behalf of the Underwriters and to
any other dealers upon request, either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law.
(d) To endeavor to qualify the Securities and the Guarantee for offer
and sale under the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified or take any action that would subject it to general
service of process in suits or taxation in any jurisdiction where it is not
so subject.
(e) To make generally available to the Company's security holders and
to you as soon as practicable, but not later than 180 days after the close
of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 of the Securities Act Regulations) covering
a twelve-month period beginning not later than the first day of the
Company's fiscal semi-annual period next following the "effective date" (as
defined in said Rule 158) of the Registration Statement.
(f) During the period beginning on the date hereof and continuing to
and including the Closing Date, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company or warrants to
purchase or otherwise acquire debt securities of the Company substantially
similar to the Securities (other than (i) the Securities, (ii) commercial
paper issued in the ordinary course of business and (iii) the
13
New Credit Facility), without the prior written consent of Xxxxxx Xxxxxxx &
Co. Incorporated.
(g) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the
Company's and the Guarantor's counsel and the Company's and the Guarantor's
accountants in connection with the registration and delivery of the
Securities under the Securities Act and all other fees or expenses in
connection with the preparation and filing of the Registration Statement,
any preliminary prospectus, the Prospectus and amendments and supplements
of the foregoing, including all printing costs associated therewith, and
the mailing and delivering of copies thereof to the Underwriters and
dealers, in the quantities hereinabove specified, (ii) all costs and
expenses related to the transfer and delivery of the Securities to the
Underwriters, including any transfer or other taxes payable thereon, (iii)
the reasonable cost of printing or producing any Blue Sky or legal
investment memorandum in connection with the offer and sale of the
Securities under state law and all expenses in connection with the
qualification of the Securities and the Guarantee for offer and sale under
state law as provided in Section 6(d) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or
legal investment memorandum, (iv) all filing fees and the reasonable fees
and disbursements of counsel to the Underwriters incurred in connection
with the review and qualification of the offering of the Securities by the
National Association of Securities Dealers, Inc., (v) any fees charged by
the rating agencies for the rating of the Securities and the Guarantee,
(vi) the cost of printing certificates representing the Securities, (vii)
the costs and charges of any trustee and any transfer agent, registrar or
depositary, (viii) the cost of the preparation, issuance and delivery of
the Securities, (ix) the reasonable costs and expenses of the Company and
the Guarantor relating to investor presentations on any "road show"
undertaken in connection with the marketing of the offering of the
Securities, including, without limitation, expenses associated with the
production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the
representatives and officers of the Company and the Guarantor and any such
consultants, and the cost of any aircraft chartered in connection with the
road show and (x) all other costs and expenses incident to the performance
of the obligations of the Company and the Guarantor hereunder for which
provision is not otherwise made in this Section. It is understood, however,
that except as provided in this Section, Section 7 entitled "Indemnity and
Contribution", and the last paragraph of Section 9 below, the Underwriters
will pay all of their costs and expenses, including fees and disbursements
of their counsel, transfer taxes payable on resale of any of the Securities
by them and any advertising expenses connected with any offers they may
make.
7. Indemnity and Contribution. (a) Each of the Company and the
Guarantor agrees, jointly and severally, to indemnify and hold harmless each
Underwriter and each person,
14
if any, who controls any Underwriter within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company or the Guarantor shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Guarantor, their respective directors and
their officers who sign the Registration Statement, and each person, if any, who
controls the Company and the Guarantor within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company and the Guarantor to such Underwriter,
but only with reference to information relating to such Underwriter furnished to
the Company in writing by such Underwriter through you expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 7(a) or 7(b), such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding and to the extent that
it shall wish, the indemnifying party, jointly with any other indemnifying party
similarly notified, may assume the defense thereof. In any such proceeding, any
indemnified party shall have the right to retain its own counsel and assume its
own defense in such proceeding, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of the
indemnified parties in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such reasonable fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by Xxxxxx
15
Xxxxxxx & Co. Incorporated, in the case of parties indemnified pursuant to
Section 7(a), and by the Company, in the case of parties indemnified pursuant to
Section 7(b). The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. An indemnifying party may,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, only if such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) To the extent the indemnification provided for in Section 7(a) or
7(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein other than due to a
failure to comply with the preceding paragraph, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Guarantor (without duplication) 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 7(d)(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 7(d)(i) above but also the relative fault of the Company and the
Guarantor on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor
on the one hand and the Underwriters on the other hand in connection with the
offering of the Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Securities (before
deducting expenses) received by the Company and the Guarantor (without
duplication) and the total underwriting discounts and commissions received by
the Underwriters in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Securities. The
relative fault of the Company and the Guarantor on the one hand and of the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Guarantor or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective principal amounts of Securities they have purchased hereunder,
and not joint.
16
(e) The Company, the Guarantor and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 7 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 Section 7(d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, 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 it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section
7 and the representations, warranties and other statements of the Company and
the Guarantor contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter or by or on behalf of the Company, the Guarantor, its or their
respective officers or directors or any person controlling the Company or the
Guarantor and (iii) acceptance of and payment for any of the Securities.
8. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange or the National Association
of Securities Dealers, Inc., (ii) trading of any securities of the Company or
the Guarantor shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable to
market the Securities on the terms and in the manner contemplated in the
Prospectus.
9. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the Underwriters shall fail
or refuse to purchase Securities that it or they have agreed to purchase
hereunder on such date, and the
17
aggregate principal amount of Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate principal amount of Securities to be purchased on such date,
the other Underwriters shall be obligated severally in the proportions that the
principal amount of Securities set forth opposite their respective names in
Schedule I bears to the aggregate principal amount of Securities set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as you may specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the principal amount of Securities that
any Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such principal
amount of Securities without the written consent of such Underwriter. If, on the
Closing Date any Underwriter or Underwriters shall fail or refuse to purchase
Securities which it or they have agreed to purchase hereunder on such date and
the aggregate principal amount of Securities with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of Securities to
be purchased on such date, and arrangements satisfactory to you and the Company
for the purchase of such Securities are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Guarantor. In any such case
either you or the Company shall have the right to postpone the Closing Date, but
in no event for longer than seven days, in order that the required changes, if
any, in the Registration Statement and in the Prospectus or in any other
documents or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company or the
Guarantor to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company or the Guarantor fails to perform
its obligations under this Agreement, the Company and the Guarantor will
reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering contemplated
hereunder.
10. Notices. All notices and other communications under this Agreement
shall be in writing and mailed, delivered or sent by facsimile transmission to:
if sent to the Underwriters, Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, attention: High Yield New Issues Group, facsimile
number (000) 000-0000 and if sent to the Company or the Guarantor, to Key3Media
Group, Inc., 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 00000, attention:
Xxx X. Xxxxxxxxx, facsimile number (000) 000-0000.
11. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
18
12. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
13. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
19
Very truly yours,
KEY3MEDIA GROUP, INC.
By:
-----------------------------------
Name:
Title:
KEY3MEDIA EVENTS, INC.
By:
-----------------------------------
Name:
Title:
UBS WARBURG LLC
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
Accepted as of the date hereof
XXXXXX XXXXXXX & CO. INCORPORATED
BNY CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
Acting severally on behalf of themselves and
the several Underwriters named in
Schedule I hereto.
By: Xxxxxx Xxxxxxx & Co. Incorporated
By:
-----------------------------------
Name:
Title:
SCHEDULE I
-------------------------------------------------------------------------------
UNDERWRITER PRINCIPAL AMOUNT OF
SECURITIES TO BE PURCHASED
-------------------------------------------------------------------------------
Xxxxxx Xxxxxxx & Co. Incorporated................. $168,900,000
-------------------------------------------------------------------------------
UBS Warburg LLC................................... $ 80,100,000
-------------------------------------------------------------------------------
BNY Capital Markets, Inc.......................... $ 45,000,000
-------------------------------------------------------------------------------
Fleet Securities, Inc............................. $ 6,000,000
-------------------------------------------------------------------------------
Total:............................................ $300,000,000
-------------------------------------------------------------------------------
EXHIBIT A
UBS WARBURG LLC
[Address]
June [__], 2001
Key3Media Group, Inc.
Key3Media Events, Inc.
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
Xxxxxx Xxxxxxx & Co. Incorporated
UBS Warburg LLC
BNY Capital Markets, Inc.
Fleet Securities, Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Re: $300,000,000
11.250% Senior Subordinated Notes Due 2011
Registration Statement No. 333-58808
Ladies and Gentlemen:
In connection with the above-captioned offering, we are acting as "qualified
independent underwriter" as defined under Rule 2720 of the National Association
of Securities Dealers, Inc.
As such qualified independent underwriter, we hereby confirm that the yield of
the 11.250% Senior Subordinated Notes of Key3Media Group, Inc., to be offered
pursuant to the preliminary prospectus supplement dated June 8, 2001 (and any
prospectus supplementing or amending the same), is not lower than that
recommended by us.
A-1
Very truly yours,
UBS WARBURG LLC
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
A-2
