EXHIBIT 1(A)
THIOKOL CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES AND WARRANTS
TO PURCHASE DEBT SECURITIES)
February 26, 1998
From time to time, Thiokol Corporation, a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
sometimes referred to as this Agreement. Terms defined in the Underwriting
Agreement are used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Debt Securities, Debt Warrants, shares of preferred stock of the Company, par
value $1.00 per share (the "Preferred Stock"), in one or more series, shares of
common stock of the Company, par value $1.00 per share (the "Common Stock") and
warrants to purchase Preferred Stock or Common Stock (the "Equity Warrants") and
has filed with, or transmitted for filing to, or shall promptly hereafter file
with or transmit for filing to, the Commission a prospectus supplement (the
"Prospectus Supplement") specifically relating to the Offered Securities and the
Debt Warrant Securities pursuant to Rule 424 under the Securities Act of 1933,
as amended (the "Securities Act"). The term "Registration Statement" means the
registration statement on Form S-3 (No. 333-01753), as amended to the date of
this Agreement. The term "Basic Prospectus" means the prospectus included in
the Registration Statement, as such prospectus is amended as of the date hereof.
The term "Prospectus" means the Basic Prospectus together with the Prospectus
Supplement. The term "preliminary prospectus" means a preliminary prospectus
supplement specifically relating to the Offered Securities and the Debt Warrant
Securities, together with the Basic Prospectus. As used herein, the terms
"Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in
each case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The term "Contract Securities" means the Offered Securities to be purchased
pursuant to the delayed delivery contracts substantially in the form of Schedule
I hereto, with such changes therein as the Company may approve (the "Delayed
Delivery Contracts"). The term "Underwriters' Securities" means the Offered
Securities other than Contract Securities.
1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
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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 threatened by the
Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
the Registration Statement, when it became effective, did not contain, and
such Registration Statement, 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, (iii) 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 the applicable
rules and regulations of the Commission thereunder and (iv) 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(b) do not apply
(A) to 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 ("Form T-1") under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), of any Trustee or (C) to the ratios of
earnings to fixed charges in the Registration Statement when it became
effective.
(c) The Company has been duly incorporated, 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 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.
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(d) Each Significant Subsidiary (as such term is defined in Rule 405
promulgated under the Securities Act) of the Company has been duly
incorporated, 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 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.
(e) This Agreement has been duly authorized, executed and delivered by
the Company.
(f) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, and as of the Closing Date for any such
Offered Securities, will have been executed and delivered by the Company
and will be 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 or similar laws affecting creditors'
rights generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(g) The Debt Warrant Agreement has been duly authorized, and as of the
Closing Date for any such Offered Securities, will have been executed and
delivered by the Company and will be 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 or similar
laws affecting creditors' rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(h) The Delayed Delivery Contracts have been duly authorized, and as
of the Closing Date for any such Offered Securities, will have been
executed and delivered by the Company and will be valid and binding
agreements of the Company, enforceable in accordance with their respective
terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.
(i) The Offered Securities and the Debt Warrant Securities have been
duly authorized and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for (A) by the
Underwriters in accordance with the terms of the Underwriting Agreement, in
the case of the Underwriters' Securities, or by institutional investors in
accordance with the terms of the Delayed Delivery Contracts, in the case of
the Contract Securities and (B) upon the exercise of Debt Warrants pursuant
to the Debt Warrant Agreement, in the case of the Debt Warrant Securities,
will be entitled to the benefits of the Indenture or the Debt Warrant
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Agreement, as the case may be, and will be valid and binding obligations of
the Company, in each case enforceable in accordance with their respective
terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration, if any, and the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(j) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement, the Indenture, the
Offered Securities, the Debt Warrant Securities, the Delayed Delivery
Contracts and the Debt Warrant Agreement will not contravene any provision
of applicable law or the certificate of incorporation or by-laws of the
Company or any agreement or other instrument binding upon the Company or
any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any subsidiary, 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, the Offered Securities, the Debt Warrant Securities, the Delayed
Delivery Contracts or the Debt Warrant Agreement, except such as may be
required by the Securities Act and the rules and regulations thereunder,
the Exchange Act and the rules and regulations thereunder, the Trust
Indenture Act and the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Offered Securities.
(k) 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 (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(l) There are no legal or governmental proceedings pending or, to the
Company's knowledge, 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 any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed or
incorporated by reference as exhibits to the Registration Statement that
are not described, filed or incorporated as required.
(m) 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.
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(n) The Company is not an "investment company" as such term is defined
in the Investment Company Act of 1940, as amended.
(o) 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 on the Company and its
subsidiaries, taken as a whole.
(p) The Company is eligible to use a registration statement on Form S-
3 under the Securities Act pursuant to the standards for that form as in
effect immediately prior to October 21, 1992.
2. DELAYED DELIVERY CONTRACTS. If the Prospectus provides for sales of
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Offered Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities on
the terms and subject to the conditions set forth in the Prospectus pursuant to
Delayed Delivery Contracts. Delayed Delivery Contracts may be entered into only
with institutional investors approved by the Company of the types set forth in
the Prospectus. On the Closing Date, the Company will pay to the Manager as
compensation for the accounts of the Underwriters the commission set forth in
the Underwriting Agreement in respect of the Contract Securities. The
Underwriters will not have any responsibility in respect of the validity or the
performance of any Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be applied in
other proportions and so advises the Company; provided, however, that the total
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amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.
3. TERMS OF PUBLIC OFFERING. The Company is advised by the Manager that
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the Underwriters propose to make a public offering of their respective portions
of the Underwriters' Securities as soon after this Agreement has been entered
into as in the Manager's judgment is advisable. The terms of the public
offering of the Underwriters' Securities are set forth in the Prospectus.
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4. PAYMENT AND DELIVERY. Except as otherwise provided in this Section 4,
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payment for the Underwriters' Securities shall be made to the Company by wire
transfer of same day funds at the time set forth in the Underwriting Agreement,
upon delivery to the Manager for the respective accounts of the several
Underwriters of the Underwriters' Securities registered in such names and in
such denominations as the Manager shall request in writing not less than one
full business day prior to the date of delivery, with any transfer taxes payable
in connection with the transfer of the Underwriters' Securities to the
Underwriters duly paid.
5. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The several obligations
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of the Underwriters are subject to the following conditions:
(a) Subsequent to the execution and delivery of the Underwriting
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 any of the Company's
securities 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 (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in the reasonable
judgment of the Manager, is material and adverse and that makes it, in
the reasonable judgment of the Manager, impracticable to market the
Offered Securities on the terms and in the manner contemplated in the
Prospectus.
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in clause (a)(i) above and to the
effect that the representations and warranties of the Company contained in
this Agreement are true and correct as of the Closing Date and that the
Company has complied in all material respects with all of the agreements
and satisfied in all material respects all of the conditions on its part to
be performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an
opinion from Xxxxxx X. Xxxxx, Xx., Senior Vice President and General
Counsel of the Company, dated the Closing Date, to the effect that:
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(i) the Company 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;
(ii) each Significant Subsidiary of the Company has been duly
incorporated, 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 its property and to conduct its
business as described in the Prospectus and, to the best of such
counsel's knowledge, 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;
(iii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement,
the Indenture, the Offered Securities, the Debt Warrant Securities,
the Delayed Delivery Contracts and the Debt Warrant Agreement will not
contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Company or any of its subsidiaries,
or, to the best of such counsel's knowledge, any agreement or other
instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or,
any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company or any subsidiary;
(iv) the statements (A) in "Item 3 - Legal Proceedings" of the
Company's most recent annual report on Form 10-K incorporated by
reference in the Prospectus and (B) in "Item 1 - Legal Proceedings" of
Part II of the Company's quarterly reports on Form 10-Q, if any, filed
since such annual report, in each case insofar as such statements
constitute summaries of the legal matters, documents or proceedings
referred to therein, fairly present the information called for with
respect to such legal matters, documents and proceedings and
accurately summarize the matters referred to therein in all material
respects;
(v) to the best of such counsel's knowledge, there are no legal
or governmental proceedings pending or 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 statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed or
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incorporated by reference as exhibits to the Registration Statement
that are not described, filed or incorporated as required;
(vi) each document filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus (except for financial
statements and schedules and other financial data included therein, as
to which such counsel need not express any opinion) complied when so
filed as to form in all material respects with the Exchange Act and
the applicable rules and regulations of the Commission thereunder (in
passing upon the compliance as to form of each such document filed
pursuant to the Exchange Act and incorporated by reference in the
Prospectus, such counsel may assume that the statements made and
incorporated by reference therein are correct and complete); and
(vii) no consent, approval, authorization or order of, or filing
with, any court or governmental agency or body (excluding any New York
court or governmental agency or body) is required for the issue and
sale of the Offered Securities or for the performance by the Company
of its obligations under this Agreement, the Indenture, the Offered
Securities, the Debt Warrant Securities, the Delayed Delivery
Contracts or the Debt Warrant Agreement, except such as have been
obtained under the Securities Act and the Trust Indenture Act and the
applicable rules and regulations of the Commission under the
Securities Act and the Trust Indenture Act and such as may be required
under state securities laws in connection with the purchase and
distribution of the Offered Securities by the Underwriters as to which
such counsel may express no opinion;
(d) The Underwriters shall have received on the Closing Date an
opinion of Xxxxxx & Xxxxxxx, outside counsel for the Company, dated the
Closing Date, to the effect that:
(i) the Company has been duly incorporated and is validly
existing and in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus;
(ii) this Agreement has been duly authorized, executed and
delivered by the Company;
(iii) the Indenture has been (a) duly qualified under the Trust
Indenture Act, and (b) duly authorized, executed and delivered by the
Company and is the legally valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms;
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(iv) the Debt Warrant Agreement has been duly authorized,
executed and delivered by the Company and is the legally valid and
binding agreement of the Company, enforceable against the Company in
accordance with its terms;
(v) the Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company and are legally valid and
binding agreements of the Company, enforceable against the Company in
accordance with their respective terms;
(vi) the Offered Securities and the Debt Warrant Securities
have been duly authorized and executed by the Company and, when
authenticated by the Trustee in accordance with the terms of the
Indenture and delivered to and paid for (A) by the Underwriters in
accordance with the terms of the Underwriting Agreement, in the case
of Underwriters' Securities, or by institutional investors in
accordance with the terms of the Delayed Delivery Contracts, in the
case of the Contract Securities and (B) upon the exercise of Debt
Warrants pursuant to the Debt Warrant Agreement, in the case of the
Debt Warrant Securities, will be entitled to the benefits of the
Indenture or the Debt Warrant Agreement, as the case may be, and will
be legally valid and binding obligations of the Company, in each case
enforceable against the Company in accordance with their respective
terms;
(vii) no consent, approval, authorization or order of, or filing
with, any New York court or governmental agency or body is required
for the issue and sale of the Offered Securities or for the
performance by the Company of its obligations under this Agreement,
the Indenture, the Offered Securities, the Debt Warrant Securities,
the Delayed Delivery Contracts or the Debt Warrant Agreement, except
such as have been obtained under the Securities Act and the Trust
Indenture Act and the applicable rules and regulations of the
Commission under the Securities Act and the Trust Indenture Act and
such as may be required under state securities laws in connection with
the purchase and distribution of the Offered Securities by the
Underwriters as to which such counsel may express no opinion;
(viii) the statements set forth in the Prospectus under the
captions "Description of the [Notes/Debentures]" (or other similar
caption, as the case may be), "Description of Debt Securities" and
"Description of Warrants," in each case insofar as such statements
constitute summaries of legal matters or documents referred to therein
are accurate in all material respects; and the Offered Securities
conform in all material respects to the description thereof in the
Prospectus;
(ix) the issue and sale of the Offered Securities being
delivered on the Closing Date by the Company and the compliance by the
Company with the provisions of the Underwriting Agreement will not
result in the violation by
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the Company of its Restated Certificate of Incorporation or By-laws or
any federal or New York statute, rule or regulation known to such
counsel to be applicable to the Company (other than federal securities
laws, which are specifically addressed in paragraph (vii) above, or
state securities laws, as to which such counsel may express no
opinion);
(x) the Company is not an "investment company," as such term is
defined in the Investment Company Act of 1940, as amended;
(xi) if applicable, such counsel is of the opinion ascribed to it
in the Prospectus under the caption "[Taxation]" (or other similar
caption, as the case may be);
(xii) the Registration Statement and the Prospectus, in each case
excluding the documents referred to in subparagraph (xiii) below,
comply as to form in all material respects with the requirements for
registration statements on Form S-3 under the Securities Act and the
applicable rules and regulations of the Commission thereunder; it
being understood however, that such counsel need express no opinion
with respect to financial statements, schedules and other financial
data included or incorporated in the Registration Statement or
Prospectus or with respect to the Form T-1 (in passing upon the
compliance as to form of the Registration Statement and the
Prospectus, such counsel may assume that the statements made and
incorporated by reference therein are correct and complete); and
(xiii) each document incorporated by reference in the Prospectus
(other than the financial statements, schedules and other financial
data included or incorporated by reference therein, as to which such
counsel need express no opinion), when it was filed with the
Commission, appeared on its face to comply as to form in all material
respects with the requirements of the Exchange Act and the applicable
rules and regulations of the Commission thereunder (in passing upon
the compliance as to form of each of such documents, such counsel may
assume that the statements made and incorporated by reference therein
are correct and complete).
In addition, such counsel shall state that it has participated in
conferences with officers and other representatives of the Company,
counsel to the Company, representatives of the independent public
accountants for the Company, and representatives of the Underwriters,
at which the contents of the Registration Statement and the Prospectus
and related matters were discussed and, although such counsel is not
passing upon, and does not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement and the Prospectus and has not made any
independent check or verification thereof (except as set forth in
paragraph (viii) above), during the course of such participation, no
facts came to such
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counsel's attention that caused such counsel to believe that the
Registration Statement, at the time it became effective, contained an
untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, not misleading, or that
the Prospectus, as of the date of the Prospectus Supplement or as of
the Closing Date, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances
under which they were made, not misleading, it being understood that
such counsel expresses no belief with respect to the financial
statements, schedules or other financial data included or incorporated
by reference in the Registration Statement or the Prospectus or with
respect to the Form T-1.
(e) The Underwriters shall have received on the Closing Date an
opinion of Xxxxx & Xxxx llp, special counsel for the Underwriters, dated
the Closing Date, covering the matters referred to in subparagraphs (ii),
(iii), (iv), (v), (vi), (viii), (xii) and the final paragraph of Section
5(d) above.
The opinions of Xxxxxx X. Xxxxx, Xx., Senior Vice President and General
Counsel of the Company, and of Xxxxxx & Xxxxxxx described in paragraphs (c) and
(d) above shall be rendered to the Underwriters at the request of the Company
and shall so state therein.
(f) The Underwriters shall have received, on each of the date of any
Underwriting Agreement and the Closing Date, a letter, dated the date of
each such Underwriting Agreement or the Closing Date, as the case may be,
in form and substance satisfactory to the Underwriters, from Ernst & Young
LLP, the Company's independent public accountants, 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; provided that the letter delivered on the Closing Date
shall use a "cut-off date" not earlier than the date of such Underwriting
Agreement.
6. COVENANTS OF THE COMPANY. In further consideration of the agreements
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of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:
(a) To furnish the Manager, without charge, one copy of the executed
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and, 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 Manager may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish to the
Manager a copy of
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each such proposed amendment or supplement and not to file any such
proposed amendment or supplement to which the Manager reasonably objects.
(c) If, during such period after the first date of the public offering
of the Offered Securities as in the 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 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 the Manager will
furnish to the Company) to which Offered Securities may have been sold by
the Manager 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 Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Manager
shall reasonably request and to maintain such qualification for as long as
the Manager shall reasonably request.
(e) To make generally available to the Company's security holders and
to the Manager as soon as practicable an earning 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 Securities Act and the rules
and regulations of the Commission thereunder. If such fiscal quarter is
the last fiscal quarter of the Company's fiscal year, such earning
statement shall be made available not later than 90 days after the close of
the period covered thereby and in all other cases shall be made available
not later than 45 days after the close of the period covered thereby.
(f) During the period beginning on the date of the Underwriting
Agreement 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 debt securities of the Company
substantially similar to the Offered Securities (other than (i) the Offered
Securities and (ii) commercial paper issued in the ordinary course of
business), without the prior written consent of the Manager.
(g) To pay all expenses incident to the performance of its obligations
under this Agreement, including: (i) the preparation and filing of the
Registration Statement and the Prospectus and all amendments and
supplements thereto; (ii) the preparation,
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issuance and delivery of the Offered Securities; (iii) the fees and
disbursements of the Company's counsel and accountants and of the Trustee
and its counsel; (iv) the qualification of the Offered Securities under
state securities or Blue Sky laws in accordance with the provisions of
Section 6(d), including filing fees and the fees and disbursements of
counsel for the Underwriters in connection therewith and in connection with
the preparation of any Blue Sky Memoranda; (v) the printing and delivery to
the Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto and of any preliminary
prospectus and the Prospectus and any amendments or supplements thereto;
(vi) the printing and delivery to the Underwriters of copies of any Blue
Sky Memoranda; (vii) any fees charged by rating agencies for the rating of
the Offered Securities; (viii) the filing fees and expenses, if any,
incurred with respect to any filing with the National Association of
Securities Dealers, Inc. made in connection with the Offered Securities and
(ix) any expenses incurred by the Company in connection with a "road show"
presentation to potential investors.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
--------------------------------
indemnify and hold harmless each Underwriter and each person, 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 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 based
upon information relating to any Underwriter furnished to the Company in writing
by such Underwriter through the Manager 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 any such losses, claims, damages or liabilities purchased
Offered 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 but excluding documents incorporated by
reference therein) 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 the
written confirmation of the sale of the Offered Securities to such person, and
if the Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages or liabilities, unless such failure
is the result of noncompliance by the Company with Section 6(c) hereof or unless
the defect giving rise to such losses, claims, damages or liabilities shall have
been cured in a document incorporated by reference in the Prospectus.
13
(b) 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 Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through the
Manager 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 either paragraph (a) or (b) of this Section 7, 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 at the
indemnifying party's expense 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 the Manager, in
the case of parties indemnified pursuant to paragraph (a) above, and by the
Company, in the case of parties indemnified pursuant to paragraph (b) above.
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. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. 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
14
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 paragraph (a) or
(b) of this Section 7 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 Offered 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 Offered Securities shall be deemed to be
in the same respective proportions as the net proceeds from the offering of such
Offered 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,
bear to the aggregate public offering price of the Offered Securities. The
relative fault of the Company on the one hand and 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
7 are several in proportion to the respective principal amounts of Offered
Securities they have purchased hereunder, and not joint.
(e) The Company 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 paragraph (d) of this Section 7. 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 Offered 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
15
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 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 the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Offered Securities.
8. TERMINATION. This Agreement shall be subject to termination by notice
-----------
given by the Manager to the Company, if (a) after the execution and delivery of
the Underwriting 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 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 the judgment of
the Manager, is material and adverse 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 reasonable judgment of the Manager,
impracticable to market the Offered Securities on the terms and in the manner
contemplated in the Prospectus.
9. DEFAULTING UNDERWRITERS. If, on the Closing Date, any one or more of
-----------------------
the Underwriters shall fail or refuse to purchase Underwriters' Securities that
it has or they have agreed to purchase hereunder on such date, and the aggregate
amount of Underwriters' Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate amount of the Underwriters' Securities to be purchased on such
date, the other Underwriters shall be obligated severally in the proportions
that the amount of Underwriters' Securities set forth opposite their respective
names in the Underwriting Agreement bears to the aggregate amount of
Underwriters' Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Manager may specify, to
purchase the Underwriters' Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
--------
that in no event shall the amount of Underwriters' 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 amount of
Underwriters' Securities without the written consent of such Underwriter. If,
on the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Underwriters' Securities and the aggregate amount of Underwriters'
Securities with respect to which such default occurs is more than one-tenth of
the aggregate amount of Underwriters' Securities to be purchased on such date,
16
and arrangements satisfactory to the Manager and the Company for the purchase of
such Underwriters' 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 Manager 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 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 contemplated hereunder.
10. COUNTERPARTS. This Agreement may be signed in two or more
------------
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
11. APPLICABLE LAW. This Agreement shall be governed by and construed in
--------------
accordance with the internal laws of the State of New York.
12. 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.
17
UNDERWRITING AGREEMENT
. , 1998
Thiokol Corporation
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx, Xxxx 00000-0000
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Thiokol Corporation, a
Delaware corporation (the "Company"), proposes to issue and sell $ . aggregate
[initial offering price/principal amount] of [Full title of Debt Securities]
(the "Debt Securities") [and . warrants (the "Debt Warrants") to purchase $ .
aggregate [initial offering price/principal amount] of its [title of Debt
Securities] (the "Debt Warrant Securities")]. [(The Debt Securities and the Debt
Warrants, but not the Debt Warrant Securities, are collectively referred to
herein as the "Offered Securities.")] [The Debt Securities are also referred to
herein as the "Offered Securities."] The Debt Securities [and the Debt Warrant
Securities] will be issued pursuant to the provisions of an Indenture dated as
of . , 1998 (the "Indenture") between the Company and . , as Trustee (the
"Trustee") [and the Debt Warrants will be issued pursuant to the provisions of a
Debt Warrant Agreement dated as of . , 1998 (the "Debt Warrant Agreement")
between the Company and . , as Debt Warrant Agent].
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell to the several Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company the
respective principal amounts of Debt Securities [and numbers of Debt Warrants]
set forth below opposite their names at a purchase price of . % of the principal
amount of Debt Securities[, plus accrued interest, if any, from [Date of Offered
Securities] to the date of payment and delivery] [and at a purchase price of $ .
per Debt Warrant]:
18
Principal Amount of
Name Debt Securities
------------------------------------ -------------------
Xxxxxx Xxxxxxx & Co. Incorporated
[Insert syndicate list]
Total..........................
Number of Debt
Name Warrants
------------------------------------ --------------
Xxxxxx Xxxxxxx & Co. Incorporated
[Insert syndicate list]
Total..........................
[The principal amount of Debt Securities and number of Debt Warrants to be
purchased by the several Underwriters shall be reduced by the aggregate
principal amount of Debt Securities and number of Debt Warrants sold pursuant to
delayed delivery contracts.]
The Underwriters will pay for the Offered Securities [(less any Offered
Securities sold pursuant to delayed delivery contracts)] upon delivery thereof
at . at . a.m. (New York time) on . , 1998, or at such other time, not later
than 5:00 p.m. (New York time) on . , 1998, as shall be designated by the
Manager. The time and date of such payment and delivery are hereinafter referred
to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated . , 199 . , and the Prospectus Supplement dated . , 1998, including the
following:
Terms of Debt Securities
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates: . and . commencing . , 1998 [(Interest
accrues from . , 1998)]
Form and Denomination:
[Other Terms:]
Terms of Debt Warrants
19
[Number of Debt Warrants issued
with each $ . principal amount of
Debt Securities:]
[Detachable Date:]
Exercise Date:
Expiration Date:
Exercise Price:
Principal amount of Debt Warrant
Securities purchasable upon
exercise of one Debt Warrant:
Form:
[Other Terms:]
Terms of Debt Warrant Securities
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Form and Denomination:
[Other Terms]:
[The commission to be paid to the Underwriters in respect of the Offered
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be . % of the principal amount of the Debt Securities so
purchased [and $ . per Debt Warrant so purchased].
All provisions contained in the document entitled Thiokol Corporation
Underwriting Agreement Standard Provisions (Debt Securities and Warrants to
Purchase Debt Securities) dated . , 1998, a copy of which is attached hereto,
are herein incorporated by reference in their entirety and shall be deemed to be
a part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in such
20
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, (iii) if
the Offered Securities do not include Debt Warrants, then all references in such
document to Debt Warrant Securities shall not be deemed to be a part of this
Agreement and (iv) all references in such document to a type of agreement that
has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
21
[SIGNATURE PAGE WHERE XXXXXX XXXXXXX & CO. INCORPORATED IS A CO-LEAD MANAGER]
---------------------------------------------------------------------------
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
[NAMES OF OTHER LEAD MANAGERS]
Acting severally on behalf of themselves
and the several Underwriters named herein
By: XXXXXX XXXXXXX & CO. INCORPORATED
By:
----------------------------------
Name:
Title:
Accepted:
THIOKOL CORPORATION
By:
-------------------------
Name:
Title:
22
[SIGNATURE PAGE WHERE XXXXXX XXXXXXX & CO. INCORPORATED IS SOLE MANAGER]
----------------------------------------------------------------------
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
Acting severally on behalf of itself
and the several Underwriters named herein
By:
---------------------------------------
Name:
Title:
Accepted:
THIOKOL CORPORATION
By:
----------------------------
Name:
Title:
23
Schedule I
DELAYED DELIVERY CONTRACT
. , 1998
Dear Sirs and Mesdames:
The undersigned hereby agrees to purchase from Thiokol Corporation, a
Delaware corporation (the "Company"), and the Company agrees to sell to the
undersigned the Company's securities described in Schedule A annexed hereto (the
"Securities"), offered by the Company's Prospectus dated . , 199 . and
Prospectus Supplement dated . , 1998, receipt of copies of which are hereby
acknowledged, at a purchase price stated in Schedule A and on the further terms
and conditions set forth in this Agreement. The undersigned does not contemplate
selling Securities prior to making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amount and numbers on the delivery dates set forth in Schedule A. Each such
date on which Securities are to be purchased hereunder is hereinafter referred
to as a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company by wire transfer of same day
funds on the Delivery Date, upon delivery to the undersigned of the Securities
to be purchased by the undersigned on the Delivery Date, in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this agreement.
24
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this Agreement is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding agreement, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
25
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Yours very truly,
--------------------------------------------------
(Purchaser)
By:
-----------------------------------------------
-----------------------------------------------
(Title)
-----------------------------------------------
-----------------------------------------------
(Address)
Accepted:
Thiokol Corporation
By:
------------------------------------
26
PURCHASER --- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
Telephone No.
Name (Including Area Code) Department
---------- ----------------------- ------------------
---------- ----------------------- ------------------
27
SCHEDULE A
----------
Securities:
----------
Principal Amounts or Numbers to be Purchased:
--------------------------------------------
Purchase Price:
--------------
Delivery Date:
-------------
28
