SunAmerica Inc.
$100,000,000
6.75% Senior Notes due October 1, 2007
UNDERWRITING AGREEMENT
October 2, 1997
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
▇▇▇▇▇ SECURITIES INC.
▇▇▇▇▇▇▇, SACHS & CO.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
c/o ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
SunAmerica Inc., a Maryland corporation (the "Company"),
confirms its agreement to sell, subject to the terms and conditions stated
herein, to the several Underwriters named in Schedule I hereto (the
"Underwriters") $100 million principal amount of 6.75% Senior Notes due
October 1, 2007 (the "Securities") of the Company. The Securities will be
issued pursuant to the provisions of a Senior Indenture (the "Senior
Indenture"), dated as of April 15, 1993, as supplemented by indenture
supplements dated June 28, 1993 and October 28, 1996 (collectively with the
Senior Indenture, the "Indenture"), between the Company and The First National
Bank of Chicago, as Trustee (the "Trustee").
SunAmerica Capital Trust IV, SunAmerica Capital Trust V and
SunAmerica Capital Trust VI (collectively, the "SunAmerica Trusts") and the
Company have filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-31619,
▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-31619-03) and pre-effective Amendment No. 1
thereto, including a prospectus, covering the registration of securities of
the Company and the SunAmerica Trusts (including the Securities) under the
Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof
from time to time in accordance with Rule 415 of the rules and regulations of
the Commission under the 1933 Act (the "1933 Act Regulations"). Such
registration statement, as so amended, has been declared effective by the
Commission. Such registration statement, as so amended, including the exhibits
thereto and the information, if any, deemed to be a part thereof pursuant to
Rule 430A(b) of the 1933 Act Regulations (the "Rule 430A Information") is
referred to herein as the "Registration Statement;" and the final prospectus
and the prospectus supplement relating to the offering of the Securities, in
the form first furnished to the Underwriters by the Company for confirming
sales of the Securities, are collectively referred to herein as the
"Prospectus;" provided, however, that all references to the "Registration
Statement" and the "Prospectus" shall be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"), prior to the execution of this Agreement;
provided, further, that if the Company files a registration statement with the
Commission pursuant to Section 462(b) of the 1933 Act Regulations (the "Rule
462(b) Registration Statement"), then after such filing, all references to
"Registration Statement" shall be deemed to include the Rule 462(b)
Registration Statement. As used herein, the term "preliminary prospectus"
shall be deemed to refer to any preliminary prospectus supplement specifically
relating to the Securities and the prospectus used before the registration
statement became effective.
All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," "stated" or
"described" or "in the Registration Statement, any preliminary prospectus or
the Prospectus (or other references of like import) shall be deemed to mean
and include all such financial statements and schedules and other information
which is incorporated by reference in the Registration Statement, any
preliminary prospectus or the Prospectus, as the case may be; and all
references in this Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be deemed to mean
and include the filing of any document under the 1934 Act which is
incorporated by reference in the Registration Statement, such preliminary
prospectus or the Prospectus, as the case may be.
1. Representations and Warranties. (a) The Company
represents and warrants to each of the Underwriters as follows:
(i) The Registration Statement (including the
most recent post-effective amendment thereto, if any) has been
declared effective by the Commission; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by
the Commission.
(ii) (a) Each document filed or to be filed
pursuant to the 1934 Act and incorporated by reference in the
Prospectus complied or will comply when so filed in all material
respects with the 1934 Act and the applicable rules and
regulations of the Commission thereunder (the "1934 Act
Regulations"), (b) each part of the Registration Statement, when
such part became effective, did not contain, and each such part,
as amended or supplemented, 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, and the Registration Statement,
since the later of the date it became effective and the date of
the most recent post-effective amendment, if any, will not fail to
reflect any facts or events which individually or in the aggregate
represent a fundamental change in the information set forth in the
Registration Statement as of such date, (c) the Registration
Statement and the Prospectus comply, and, as amended or
supplemented, if applicable, will comply in all material respects
with the 1933 Act Regulations and (d) 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 the
light of the circumstances under which they were made, not
misleading, except that the representations and warranties set
forth in this Section 1(ii) do not apply to (A) statements or
omissions in the Registration Statement or the Prospectus based
upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter expressly for use therein
or (B) to that part of the Registration Statement that constitutes
the Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of the trustee thereunder.
(iii) This Agreement and the transactions
contemplated hereby have been duly authorized, and this Agreement
has been duly executed and delivered by the Company.
(iv) The Senior Indenture has been duly
qualified under the Trust Indenture Act and the Indenture has been
duly authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, enforceable in
accordance with its terms except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
generally and (ii) the availability of equitable remedies may be
limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in
equity).
(v) The Securities have been duly authorized
and, when 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 Company, enforceable in accordance with
their terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and
(ii) the availability of equitable remedies may be limited by
equitable principles of general applicability (regardless of
whether considered in a proceeding at law or in equity).
(vi) The Company has been duly incorporated and
is validly existing as a corporation in good standing under the
laws of the State of Maryland, with corporate power and authority
to own, lease and operate its properties and to conduct its
business as presently conducted and as described in the
Registration Statement and Prospectus; and the Company is duly
qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to
so qualify or be in good standing would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries,
considered as one enterprise.
(vii) Each of SunAmerica Life Insurance
Company, Anchor National Life Insurance Company and Resources
Trust Company (together, the "Subsidiaries") has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
has the corporate power and authority to own, lease and operate
its properties and to conduct its business as presently conducted
and as described in the Registration Statement and Prospectus,
and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except where
the failure to so qualify or be in good standing would not have
a material adverse effect on the condition, financial or
otherwise, or the earnings or business affairs of the Company and
its subsidiaries, considered as one enterprise; and all of the
issued and outstanding capital stock of each Subsidiary has been
duly authorized and validly issued, is fully paid and
nonassessable and is owned (except for directors qualifying
shares) directly or through subsidiaries, by the Company, free and
clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.
(viii) The authorized, issued and outstanding
capital stock of the Company is as set forth in the Registration
Statement and Prospectus (except for subsequent issuances, if any,
pursuant to reservations, stock option agreements, employee
benefit plans or the exercise of convertible securities which may
be referred to in the Registration Statement and Prospectus); and
all of the issued and outstanding shares of capital stock have
been duly authorized and validly issued and are fully paid,
nonassessable and not subject to any preemptive or similar rights.
(ix) None of the Company nor any of the
Subsidiaries is in violation of its respective charter or bylaws,
as applicable, or in default in the performance of any material
obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company or any of the
Subsidiaries is a party or by which any of them may be bound, or
to which any of the property or assets of the Company or of any of
the Subsidiaries is subject, or in violation of any applicable
law, administrative regulation or administrative or court order or
decree, which violation or default would, singly or in the
aggregate, have a material adverse effect on the condition,
financial or otherwise, or the earnings or business affairs of the
Company and its subsidiaries, considered as one enterprise; and
the execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement, the
Indenture and the Securities and the issuance and sale of the
Securities will not conflict with or constitute a breach of, or a
default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company or any of the Subsidiaries pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company or any of the Subsidiaries
is a party or by which any of them may be bound, or to which any
of the property or assets of the Company or any of the
Subsidiaries is subject, except for a conflict, breach, default,
lien, charge or encumbrance which would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries
considered as one enterprise, nor will such action result in any
violation of the provisions of the articles of incorporation or
bylaws of the Company or any of the Subsidiaries or any applicable
law, administrative regulation or administrative or court decree;
and no consent, approval, authorization or order of or
qualification with any governmental body or agency is required for
the performance by the Company of its obligations under this
Agreement, the Indenture and the Securities, or the issuance and
sale of the Securities, except such as may be required by the
securities or Blue Sky laws or insurance securities laws of the
various states in connection with the offer and sale of the
Securities or such as have been obtained.
(x) There are no legal or governmental
proceedings pending or, to the knowledge of the Company,
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 which are reasonably likely to result in any material
adverse change in the condition, financial or otherwise, or in the
earnings or business affairs of the Company and its subsidiaries,
considered as one enterprise, or which would be reasonably likely
to materially and adversely affect a material portion of the
properties or assets thereof or which is reasonably likely to
materially and adversely affect the consummation of this
Agreement, the Indenture or the Securities or the transactions
contemplated hereby or thereby; all pending legal or governmental
proceedings to which the Company or any of its subsidiaries is a
party or of which any of their respective property or assets is
the subject which are not described in the Registration Statement
or the Prospectus, including ordinary routine litigation
incidental to the business of the Company or any of its
subsidiaries, are, considered in the aggregate, not material; and
there are no contracts or documents that are required to be filed
as exhibits to the Registration Statement, by the 1933 Act, the
1933 Act Regulations, the 1934 Act or the 1934 Act Regulations
thereunder that have not been filed as required, except that by
the Time of Delivery (as defined herein) the Company will file on
Form 8-K this Agreement and certain other agreements relating to
the Securities and the transactions contemplated hereby that are
required to be filed.
(xi) The accountants who certified the
financial statements and supporting schedules included or
incorporated by reference in the Registration Statement and
Prospectus are independent public accountants with respect to the
Company and the subsidiaries of the Company as required by the
1933 Act and the 1933 Act Regulations promulgated thereunder.
(xii) The financial statements of the Company
included or incorporated by reference in the Registration
Statement or Prospectus present fairly the financial position of
the Company and the consolidated subsidiaries of the Company as of
the dates indicated and the results of their operations for the
periods specified; except as otherwise stated in the Registration
Statement and Prospectus, said financial statements have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis; the ratios of earnings
to fixed charges and earnings to combined fixed charges (including
preferred stock dividends) included in the Registration Statement
or Prospectus have been calculated in compliance with Item 503(d)
of Regulation S-K of the Commission; and the supporting schedules
included or incorporated by reference in the Registration
Statement or Prospectus present fairly the information required to
be included therein.
(xiii) Since the respective dates as of which
information is given in the Registration Statement and Prospectus,
and except as otherwise stated or contemplated therein, (a) there
has been no material adverse change and no development involving a
prospective material adverse change in the condition, financial or
otherwise, or in the earnings or business affairs of the Company
and its subsidiaries, considered as one enterprise, whether or not
arising in the ordinary course of business, (b) there have been no
transactions entered into by the Company or any of its
subsidiaries which are material to the Company and its
subsidiaries, considered as one enterprise, other than those
entered into in the ordinary course of business and (c) except for
regular quarterly dividends on common stock of the Company, there
has been no dividend or distribution of any kind declared, paid or
made by the Company on any class of its capital stock.
(xiv) The Company and the Subsidiaries possess
such certificates, authorizations or permits issued by the
appropriate state or federal regulatory agencies or bodies as are
necessary to conduct the business as now conducted by them and as
described in the Registration Statement or Prospectus, except
where the failure to so possess such certificates, authorizations
or permits would not have a material adverse effect on the
condition, financial or otherwise, or the earnings or business
affairs of the Company and its subsidiaries, considered as one
enterprise; and neither the Company nor any of the Subsidiaries
has received any notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permit
which, singly or in the aggregate, is reasonably likely to have a
material adverse effect on the condition, financial or otherwise,
or the earnings or business affairs of the Company and its
subsidiaries, considered as one enterprise.
(xv) There are no holders of securities of the
Company with currently exercisable registration rights to have any
securities registered as part of the Registration Statement or
included in the offering contemplated by this Agreement.
(xvi) The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended.
(xvii) The Securities conform in all material
respects to all statements relating to the Securities contained in
the Prospectus and the Registration Statement.
(xviii) No "forward looking statement" (as
defined in Rule 175 under the Act) contained in the Registration
Statement, any preliminary prospectus or the Prospectus was made
or reaffirmed without a reasonable basis or was disclosed other
than in good faith.
(xix) The Company recognizes and acknowledges
for all purposes of this Agreement that the only information
relating to any Underwriter furnished to the Company in writing by
any of the Underwriters expressly for use in the Registration
Statement or the Prospectus consists of the last paragraph on the
cover page of the Prospectus Supplement, and the names of the
Underwriters and the third sentence of the sixth paragraph and the
entire third paragraph under the caption "Underwriting" in the
Prospectus Supplement.
2. Public Offering. The Company is advised by the
Underwriters that the Underwriters propose to make a public offering of their
respective portions of the Securities as soon after this Agreement has been
entered into as in the Underwriters' judgment is advisable. The terms of the
public offering of the Securities are set forth in the Prospectus.
3. Purchase and Sale. Subject to the terms and
conditions herein set forth, the Company agrees to sell to the Underwriters,
and each of the Underwriters, severally and not jointly, agrees to purchase
the Securities set forth opposite the name of such Underwriter in Schedule I
hereto.
4. Purchase and Delivery. Certificates in definitive or
temporary form for the Securities to be purchased by the Underwriters
hereunder, and in such denominations and registered in such names as ▇▇▇▇▇
▇▇▇▇▇▇ Inc. ("▇▇▇▇▇ ▇▇▇▇▇▇") may request upon at least forty-eight hours'
prior notice to the Company, shall be delivered by or on behalf of the Company
to you against the delivery to the Company, by wire transfer of same day funds
to the account designated in writing by the Company, of the purchase price for
the Securities. The purchase price payable by the Underwriters for the
Securities shall be 99.858% of the principal amount thereof. The time and
date of such delivery and payment shall be 10:00 a.m., New York time, on
October 7, 1997, or such other time and date as you and the Company may agree
upon in writing. Such time and date for delivery of the Securities is herein
called the "Time of Delivery." Unless otherwise instructed by ▇▇▇▇▇ ▇▇▇▇▇▇ in
the request referred to above, such certificates will be made available for
checking and packaging at least twenty-four hours prior to the Time of
Delivery at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ in New York set forth on the first page
hereof.
5. Covenants of the Company. In further consideration of
the agreements of the Underwriters contained herein, the Company covenants as
follows:
(a) To furnish the Underwriters, without charge, a
conformed copy of the Registration Statement (including exhibits thereto) and,
prior to 5:00 p.m. New York City time on the Business Day next succeeding this
Agreement during the period mentioned in paragraph (c) below, as many copies
of the Prospectus, any documents incorporated by reference therein and any
supplements and amendments thereto or to the Registration Statement, as the
Underwriters may reasonably request.
(b) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the Securities, to furnish to the
Underwriters a copy of each such proposed amendment or supplement and not to
file any such proposed amendment or supplement to which the Underwriters
reasonably object.
(c) If, during such period after the first date of the
public offering of the Securities as the Prospectus is required by law to be
delivered in connection with sales by an Underwriter or a 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, forthwith to prepare, file with the Commission and furnish, at
its own expense, to the Underwriters, and to the dealers (whose names and
addresses the Underwriters will furnish to the Company) to which Securities
may have been sold by the Underwriters and to any other dealer 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 so amended or supplemented, will comply with law.
(d) To endeavor to qualify the Securities for offer and
sale under the securities or Blue Sky laws or insurance securities laws of
such jurisdictions as the Underwriters shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in connection with such
qualification and in connection with any review of the offering of the
Securities by the National Association of Securities Dealers, Inc., if any.
(e) To make generally available to the Company's security
holders and to the Underwriters as soon as practicable an earnings statement
covering a twelve-month period beginning on the first day of the first full
fiscal quarter after the date of this Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the 1933 Act and the 1933 Act
Regulations.
(f) During the period mentioned in paragraph (c) above, to
advise the Underwriters promptly of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation or threatening of any proceeding for that purpose.
(g) Not to, and to cause its subsidiaries not to, without
the prior written consent of the Underwriters, directly or indirectly, prior
to the First Time of Delivery, sell, offer to sell, grant any option for the
sale of, or otherwise dispose of, or enter into any agreement to sell, any
Securities, or any securities of the Company substantially similar to the
Securities or any securities convertible into or exchangeable or exercisable
for any Securities or substantially similar securities; provided, however,
that such restrictions shall not affect the ability of the Company or its
subsidiaries to take any such action (i) as a consequence of obligations under
securities outstanding prior to the date of the Prospectus, (ii) in connection
with any employee benefit or incentive plan of the Company or its subsidiaries
or (iii) in connection with the offering of the Securities.
6. Expenses. The Company will pay (i) all expenses
incident to the performance of its obligations under this Agreement, (ii) the
expenses of printing all documents relating to the offering and of the mailing
and delivering of copies thereof to the Underwriters and (iii) any fees
charged by investment rating agencies for rating the Securities.
7. Conditions to Closing. The obligations of the
Underwriters hereunder, as to the Securities to be delivered at the Time of
Delivery, shall be subject to the condition that all representations and
warranties and other statements of the Company herein are, at and as of the
Time of Delivery, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such purpose are
pending before or threatened by the Commission.
(b) Subsequent to the execution and delivery of this
Agreement and prior to the Time of Delivery, there shall not have 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.
(c) The Underwriters shall have received on the Time of
Delivery a certificate, dated the Time of Delivery and signed by an executive
officer of the Company, to the effect set forth in clauses (a) and (b) above
and to the effect that the representations and warranties of the Company
contained in this Agreement are true and correct as of the Time of Delivery
and that the Company has complied with all of the agreements and satisfied all
of the obligations on its part to be performed or satisfied on or before the
Time of Delivery.
The officer signing and delivering such certificate may rely
upon the best of his or her knowledge as to proceedings threatened.
(d) The Underwriters shall have received on the Time of
Delivery opinions of Piper & Marbury L.L.P., Maryland counsel to the Company,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel--Corporate
Affairs for the Company, and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the
Company, dated the Closing Date, to the effect set forth in Exhibits A, B and
C, respectively. In giving such opinion, ▇▇. ▇▇▇▇▇▇ may rely, as to matters
governed by laws other than the laws of the State of California and the
federal law of the United States of America, on an opinion or opinions of
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
may rely, as to matters governed by laws other than the laws of the State of
New York and the federal law of the United States of America, on an opinion of
Piper & Marbury L.L.P., in each case so long as such opinion shall be dated
the Time of Delivery and in form and substance satisfactory to the
Underwriters, and shall expressly permit the Underwriters to rely thereon as if
such opinion were addressed to the Underwriters.
(e) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for
the Underwriters, shall have furnished to you such opinion or opinions, dated
such Time of Delivery, as you may reasonably request, and the Company shall
have furnished to such counsel such documents as they may request for the
purpose of enabling them to pass upon such matters.
(f) The Underwriters shall have received on the date
hereof and the Time of Delivery a letter, dated the date hereof or the Time of
Delivery, respectively, in form and substance satisfactory to the
Underwriters, from the Company's independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters in accordance with AICPA standards, with
respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus.
(g) On the Time of Delivery, (i) the Securities shall have
a rating of at least "Baa1" from ▇▇▇▇▇'▇ Investors Service, Inc. and at least
"A" from Standard & Poor's Corporation as evidenced in a letter from such
rating agencies or by other evidence satisfactory to the Underwriters and (ii)
no securities of the Company shall have been downgraded or placed on any
"watch list" for possible downgrading by any nationally recognized statistical
rating organization and the Company shall have delivered to the Underwriters a
letter from such rating agency (or other evidence satisfactory to the
Underwriters), confirming that the Securities have such ratings.
8. Indemnification and Contribution. The Company agrees
to indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act from and against any and all losses, claims,
damages and liabilities, joint or several (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person 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 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 made in reliance upon and in conformity with
information furnished to the Company by such Underwriter in writing expressly
for use therein; provided, however, that the foregoing indemnity agreement
with respect to any preliminary prospectus shall not inure to the benefit of
any Underwriter from whom the person asserting such losses, claims, damages or
liabilities purchased Securities, or any person controlling such Underwriter,
if a copy of the Prospectus (as then amended or supplemented, if the Company
shall have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such Underwriter to such person, if required by law
so to have been delivered, at or prior to such purchase, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities. This indemnity will be in addition to
any liability which the Company may otherwise have.
Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only to the extent that any untrue statement or omission
or alleged untrue statement or omission was made in reliance upon and in
conformity with information furnished to the Company by any Underwriter in
writing expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto. This
indemnity will be in addition to any liability which the Underwriters may
otherwise have.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs,
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. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, 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 any indemnified party 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 fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing by ▇▇▇▇▇
▇▇▇▇▇▇, in the case of parties indemnified pursuant to the second preceding
paragraph, and by the Company, in the case of parties indemnified pursuant to
the first preceding paragraph. 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. 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.
If the indemnification provided for in the first or second
paragraph in this Section 8 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, 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 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 (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 (i) above but also the relative fault of the Company 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 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 total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bears to the aggregate public offering price of the
Securities. The relative fault of the Company 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 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 8 are several in proportion to the
respective principal amount of Securities purchased by each of such
Underwriters and not joint.
The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 8 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 the immediately preceding
paragraph. 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 8, 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 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The remedies provided for
in this Section 8 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.
The indemnity and contribution provisions contained in this
Section 8 and the representations and warranties of the Company contained
herein 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, its directors or officers or any person controlling the
Company and (iii) acceptance of and payment for any of the Securities.
9. Termination. This Agreement shall be subject to
termination, by notice given by the Underwriters to the Company, if (a) after
the execution and delivery of this Agreement and prior to the Time of Delivery
(i) trading generally shall have been suspended or materially limited on or
by, as the case may be, the New York Stock Exchange or the American Stock
Exchange, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of the
Representatives, is material and adverse, or (iv) a general moratorium on
commercial banking activities in New York shall have been declared by either
federal or New York State authorities, and (b) in the case of any of the
events specified in clauses (a)(i) through (iv), such event, singly or
together with any other such event, makes it, in the judgment of any of the
Underwriters, impracticable to market the Securities on the terms and in the
manner contemplated in the Prospectus.
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
to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company 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 of the Securities. Nothing in
the foregoing sentence shall limit the Company's obligations to pay expenses
as provided in Section 6.
10. Defaulting Underwriters. If, on the Time of Delivery,
any Underwriter or Underwriters shall fail or refuse to purchase Securities to
be purchased on such date and the aggregate number of Securities with respect
to which such default occurs is more than one-tenth of the aggregate number of
Securities to be purchased on such date, and arrangements satisfactory to the
Underwriters 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 or the Company. In
any such case either the Underwriters or the Company shall have the right to
postpone the Time of Delivery 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.
11. Notices. In all dealings hereunder, the parties
hereto shall be entitled to act and rely upon any statement, request, notice
or agreement on behalf of any Underwriter made or given by ▇▇▇▇▇ ▇▇▇▇▇▇ on
behalf of the Underwriters.
All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail to ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Manager, Investment Banking Division; and if to the Company shall
be delivered or sent by mail or facsimile transmission to it at SunAmerica
Inc., 1 SunAmerica Center, 1999 Avenue of the Stars, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: ▇▇▇▇▇ ▇▇▇▇▇▇. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.
12. Parties. This Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters and the Company and, to the
extent provided in Sections 8 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from any Underwriter shall
be deemed a successor or assign by reason merely of such purchase.
13. Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York.
14. Counterparts. This Agreement may be executed by any
one or more of the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
15. Acknowledgment. The Company and the Underwriters
acknowledge that ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, which is acting as special counsel to
the Company in connection with the offer and sale of the Securities, also acts
as counsel from time to time to one or more of the Underwriters in connection
with unrelated matters. The Company and the Underwriters consent to ▇▇▇▇▇
▇▇▇▇ & ▇▇▇▇▇▇▇▇ so acting as special counsel to the Company. The Company and
the Underwriters also acknowledge that Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇
LLP, which is acting as counsel to the Underwriters in connection with the
offer and sale of the Securities, also acts as counsel from time to time to
the Company and certain of its affiliates in connection with unrelated
matters. The Company and the Underwriters consent to Skadden, Arps, Slate,
▇▇▇▇▇▇▇ & ▇▇▇▇ LLP so acting as counsel to the Underwriters.
16. 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.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the several Underwriters.
Very truly yours,
SUNAMERICA INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
CHASE SECURITIES INC.
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
SCHEDULE I
PRINCIPAL AMOUNT
UNDERWRITER OF SENIOR NOTES
----------- ----------------
▇▇▇▇▇ ▇▇▇▇▇▇ INC....................................... 25,000,000
CHASE SECURITIES, INC.................................. 25,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO..................................... 25,000,000
▇.▇. ▇▇▇▇▇▇ SECURITIES INC............................. 25,000,000
================
Total........ $100,000,000
Exhibit A
Opinion of Maryland Counsel for the Company
The opinion of Piper & Marbury L.L.P., Maryland counsel for
the Company, to be delivered pursuant to Section 7(d) of the Underwriting
Agreement, shall be limited to the laws of the State of Maryland and shall be
to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws
under the State of Maryland; and the Company has the corporate
power under the laws of the State of Maryland and under its
charter to own, lease and operate its properties and to conduct
its business as described in the Registration Statement and the
Prospectus;
(ii) each of the Underwriting Agreement and the
Indenture has been duly authorized and duly executed by the
Company;
(iii) the Securities have been duly authorized and
executed by the Company;
(iv) the execution and delivery of the Underwriting
Agreement, the Indenture and the Securities, and the consummation
of the transactions contemplated therein, will not result in any
violation of the provisions of the charter or by-laws of the
Company or any material applicable law, administrative regulations
or administrative or court decree applicable to the Company
(except that no opinion need be expressed with respect to Maryland
securities or Blue Sky laws);
(v) the forms of certificates used to evidence the
Securities comply with all applicable statutory requirements; and
(vi) the Company's Restated Articles of Incorporation
filed with the Maryland State Department of Assessments and
Taxation on October 3, 1991 represented on such date the true,
correct and complete articles of incorporation, as amended,
governing the Company.
Exhibit B
Opinion of Counsel for the Company
The opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President and
General Counsel--Corporate Affairs of the Company, to be delivered pursuant to
Section 7(d) of the Underwriting Agreement shall be to the effect that:
(i) to the best of such counsel's knowledge and
information, the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, except where
the failure to so qualify or be in good standing would not have a
material adverse effect on the condition, financial or otherwise,
on the earnings or business affairs of the Company and its
subsidiaries, considered as one enterprise;
(ii) the authorized, issued and outstanding capital
stock of the Company is correctly set forth in the Prospectus
under "Description of Capital Stock" as of July 24, 1997;
(iii) each Subsidiary has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the jurisdiction of its incorporation and has the corporate
power and authority to own, lease and operate its properties and
to conduct its business as presently conducted and as described in
the Registration Statement and Prospectus, it being understood
that, as to each Subsidiary, the foregoing opinion is based solely
on a certificate dated as of a recent date of an appropriate
official of the jurisdiction of incorporation of such subsidiary
and, as applicable, a letter from CT Corporation System dated as of
a recent date as to the good standing of such Subsidiary in such
jurisdiction, copies of which will be delivered to the
Underwriters on the date of such opinion; nothing has come to the
attention of such counsel to lead such counsel to believe that any
of SunAmerica Life Insurance Company or Anchor National Life
Insurance Company is not duly qualified as a foreign corporation
to transact business or is not in good standing in each
jurisdiction in which such qualification is required, except where
the failure to so qualify or be in good standing would not have a
material adverse effect on the condition, financial or otherwise,
or the earnings or business affairs of the Company and its
subsidiaries, considered as one enterprise; to the best of such
counsel's knowledge and information, all of the issued and
outstanding capital stock of each Subsidiary is owned (except for
directors qualifying shares), directly or through subsidiaries,
by the Company, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity;
(iv) to the best of such counsel's knowledge and
information, the issuance and delivery of the Securities, the
execution and delivery of the Underwriting Agreement, the
Indenture and the consummation of the transactions contemplated
herein and therein, will not conflict with or constitute a breach
of, or default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the
Company or any of the Subsidiaries pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company or any of the Subsidiaries
is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company or any of the
Subsidiaries is subject, except for a conflict, breach, default,
lien, charge or encumbrance which would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries
considered as one enterprise, nor will such action result in any
violation of the provisions of the charter or by-laws of the
Company and the Subsidiaries or any material applicable law,
administrative regulation or administrative or court decree; and,
to the best of such counsel's knowledge and information, no
authorization, consent, or approval of, or other order by, any
court or administrative or governmental authority or agency is
required for the performance by the Company of its obligations
under the Underwriting Agreement, the Indenture, or for the
issuance and sale of the Securities, except such as may be
required by the 1933 Act or the 1933 Act Regulations, the
securities or Blue Sky laws or insurance securities laws of the
various states or except such as have been obtained;
(v) to the best of such counsel's knowledge and
information, there are no statutes or regulations that are
required to be described in the Registration Statement or the
Prospectus that are not described as required and there are no
legal or governmental proceedings pending or threatened which are
required to be described in the Registration Statement or the
Prospectus, other than those disclosed therein;
(vi) to the best of such counsel's knowledge and
information there are no contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required to be
described or referred to in the Registration Statement or to be
filed as exhibits thereto, other than those described or referred
to therein or filed as exhibits thereto, the descriptions thereof
or references thereto are correct in all material respects and, to
the best of such counsel's knowledge and information, no default
exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage loan agreement, note, lease or other
instrument so described, referred to or filed, which default could
have a material adverse effect on the Company and its subsidiaries
considered as one enterprise;
(vii) (1) such counsel is of the opinion that each
document, if any, filed pursuant to the 1934 Act and incorporated
by reference in the Prospectus at the time it was filed or last
amended (except for financial statements, supporting schedules and
other financial data included or incorporated by reference
therein, as to which such counsel need not express any opinion)
appeared on its face to be appropriately responsive in all
material respects to the requirements of the 1934 Act and the
applicable rules and regulations of the Commission thereunder, (2)
nothing has come to the attention of such counsel that would lead
such counsel to believe that (except for financial statements,
supporting schedules and other financial data included or
incorporated by reference therein and except for the parts of the
Registration Statement that constitute the Form T-1s, as to which
such counsel need not express any belief) each part of the
Registration Statement, when such part became effective and, as of
the date of the Underwriting Agreement contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (3) such counsel is of the opinion that
the Registration Statement, as of its effective date, and the
Prospectus, as of the Time of Delivery (except in each case for
financial statements, supporting schedules and other financial
data included or incorporated by reference therein and except for
the parts of the Registration Statement that constitute the Form
T-1s, as to which such counsel need not express any opinion),
appeared on their face to be appropriately responsive in all
material respects to the requirements of the 1933 Act and the
applicable rules and regulations of the Commission thereunder and
(4) nothing has come to the attention of such counsel that would
lead such counsel to believe that (except for financial
statements, supporting schedules and other financial data included
or incorporated by reference therein and except for the parts of
the Registration Statement that constitute the Form T-1s, as to
which such counsel need not express any belief) the Prospectus as
of the date such opinion is delivered contains an untrue statement
of a material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
(viii) the Registration Statement is effective under the
1933 Act, and to the best of such counsel's knowledge and
information, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act, and no
proceedings for such purpose are pending before or threatened by
the Commission.
With respect to the foregoing paragraph (vii), such counsel
may state that her opinion and belief are based upon her participation in the
preparation of the Registration Statement and Prospectus and any amendments,
supplements thereto and documents incorporated therein by reference and review
and discussion of the contents thereof, but are without independent check or
verification, except as specified.
Exhibit C
Opinion of Special Counsel for the Company
The opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the
Company, to be delivered pursuant to Section 7(d) of the Underwriting
Agreement, shall be to the effect that:
(i) The statements in the Prospectus under the captions
"Description of the Notes," and "Description of the Senior Debt
Securities and Subordinated Debt Securities" insofar as such
statements constitute summaries of the legal matters or documents
referred to therein, fairly summarize, in all material respects,
such legal matters or documents.
(ii) Nothing has come to the attention of such counsel
that would lead such counsel to believe that (except for financial
statements, supporting schedules and other financial data included
or incorporated by reference therein and except for those parts of
the Registration Statement that constitute the Forms T-1s, as to
which such counsel need not express any belief) each part of the
Registration Statement, when such part became effective and as of
the date of the Underwriting Agreement contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (2) such counsel is of the opinion that
the Registration Statement as of its effective date and the
Prospectus as of the date of such opinion (except for financial
statements, supporting schedules and other financial data included
or incorporated by reference therein and except for those parts of
the Registration Statement that constitute the Forms T-1s as to
which such counsel need not express any opinion) appeared on their
face to be appropriately responsive in all material respects to
the requirements of the 1933 Act and the applicable rules and
regulations of the Commission thereunder and (3) nothing has come
to the attention of such counsel that would lead such counsel to
believe that (except for financial statements, supporting
schedules and other financial data included or incorporated by
reference therein and except for those parts of the Registration
Statement that constitute the Forms T-1s and, as to which such
counsel need not express any belief) the Prospectus as of the date
such opinion is delivered contains any untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(iii) The Senior Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended; the Registration
Statement is effective under the 1933 Act and, to the best of such
counsel's knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued under the 1933 Act, and
no proceedings for such purpose are pending before or threatened
by the Commission.
(iv) The Company is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.
(v) To the best of such counsel's knowledge and
information, no authorization, consent or approval of, or other
order by, any New York State or federal court or New York State or
federal administrative or governmental authority or agency is
required for the issuance and sale of the Securities, except such
as may be required under the 1933 Act, the 1934 Act or by the
securities or Blue Sky laws or insurance securities laws of the
various states or except such as have been obtained.
(vi) Assuming that each of the Indenture and the Securities
have been duly authorized, executed and delivered by the Company
under Maryland law, each is a valid and legally binding agreement
of the Company enforceable against the Company in accordance with
its terms (and, in the case of the Securities, entitled to the
benefits of the Indenture), except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
generally and (b) the availability of equitable remedies may be
limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in
equity); and
With respect to the opinion set forth in paragraph (ii),
such counsel may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and the
Prospectus and any amendments or supplements thereto (other than the documents
incorporated by reference) and upon review and discussion of the contents
thereof (including documents incorporated by reference) but are without
independent check or verification, except as specified.
