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EXHIBIT 1.2
CONOCO INC. LETTERHEAD
October __, 1998
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
World Financial Center, North Tower
New York, New York 10281-1301
Re: Conoco Inc. Reserved Share Program
Ladies and Gentlemen:
Reference is made to the U.S. Underwriting Agreement dated
October __, 1998 (the "Underwriting Agreement") among Conoco Inc. (the
"Company"), E.I. du Pont de Nemours and Company, and the U.S. Underwriters
listed in Schedule I and the International Underwriters listed in Schedule II
to the Underwriting Agreement. All capitalized terms used but not otherwise
defined herein shall have the meanings given them in the Underwriting
Agreement.
As part of the offerings contemplated by the Underwriting
Agreement, Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx")
hereby agrees to reserve out of the shares of Class A Common Stock, $.01 par
value per share ("Shares"), set forth opposite its name on Schedule I to the
Underwriting Agreement, up to 3,300,000 Shares for sale to directors and
employees of the Company and its subsidiaries outside of the United Kingdom and
up to 364,000 Shares for sale in a separate offering to employees of the
Company and its subsidiaries in the United Kingdom (all such directors and
employees are referred to collectively herein as "Invitees"), as set forth in
the Prospectus under the heading "Underwriters" (the "Reserved Share Program").
The Shares to be sold by Xxxxxxx Xxxxx pursuant to the Reserved Share Program
(the "Reserved Shares") will be sold by Xxxxxxx Xxxxx pursuant to the
Underwriting Agreement at the public offering price. Any Reserved Shares not
orally confirmed for purchase by such Invitees by the end of the first business
day after the date of the Underwriting Agreement will be offered directly to
the public by the Underwriters as set forth in the Prospectus.
In order to induce Xxxxxxx Xxxxx to conduct the Reserved Share
Program, and in addition to and without limiting the representations,
warranties, covenants and agreements of the Company contained in the
Underwriting Agreement, the Company hereby agrees with Xxxxxxx Xxxxx as
follows:
1. The Company represents and warrants to Xxxxxxx Xxxxx
that (i) the Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements thereto will
comply, in all material respects with any applicable laws or regulations of
foreign jurisdictions in which the Registration
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Statement, Prospectus or any preliminary prospectus, as amended or
supplemented, if applicable, are distributed in connection with the Reserved
Share Program, and that (ii) no authorization, approval, consent, license,
order, registration or qualification of or with any government, governmental
instrumentality or court, other than such as have been obtained, is necessary
under the securities laws and regulations of foreign jurisdictions in which the
Reserved Shares are offered or sold outside the United States in connection
with the Reserved Share Program.
2. The Company covenants with Xxxxxxx Xxxxx that the
Company will comply with all applicable securities and other applicable laws,
rules and regulations in each foreign jurisdiction in which the Reserved Shares
are offered or sold in connection with the Reserved Share Program.
3. In connection with the Reserved Share Program, the
Company hereby agrees that it will use its best efforts to ensure that
purchasers of Reserved Shares that are required to be restricted by the
National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules
will be so restricted from the sale, transfer, assignment, pledge or
hypothecation for a period of three months following the date of the
effectiveness of the Registration Statement. Xxxxxxx Xxxxx will notify the
Company as to which persons will need to be so restricted. Upon such
notification, the Company will direct the transfer agent to place a stop
transfer restriction upon such Reserved Shares held by such persons for the
applicable period of time.
4. The Company will pay all costs and expenses of the
Underwriters, including the reasonable fees and expenses of Xxxxxxx Xxxxx'x
counsel, foreign and domestic, in connection with matters related to the
Reserved Share Program and all stamp duties, similar taxes or duties or other
taxes, if any, incurred by the Underwriters in connection with the Reserved
Share Program.
5. The Company agrees to indemnify and hold harmless the
Underwriters against any and all loss, liability, claim and damage (including
any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) arising out of (i) an untrue statement
or alleged untrue statement of a material fact contained in the prospectus
wrapper material or other material prepared by or with the consent of the
Company for distribution in foreign jurisdictions in connection with the
Reserved Share Program attached to, or included with, the Prospectus or any
preliminary prospectus 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, when considered in conjunction with the Prospectus or any
applicable preliminary prospectus, not misleading; (ii) the failure of those
Invitees purchasing in the Reserved Share Program to pay for and accept
delivery of Reserved Shares which, following the effectiveness of the
Registration Statement, were the subject of a properly confirmed oral
agreement to purchase; and (iii) the violation of any securities laws or
regulations of foreign
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jurisdictions or foreign regulatory bodies in connection with any offer and/or
sale of Reserved Shares.
6. This Agreement is for the benefit of Xxxxxxx Xxxxx and
each of the Underwriters and is enforceable to the same extent as if fully set
forth in the Underwriting Agreement.
7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SAID STATE.
8. This Agreement may be executed in one or more
counterparts and, when a counterpart has been executed by each party, all such
counterparts taken together shall constitute one and the same agreement.
Very truly yours,
CONOCO INC.
By: __________________________
Name:
Title:
Accepted as of the date hereof:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: __________________________
Name:
Title:
