Exhibit 1(c)
4,000,000 Shares Common Stock
PREMIER PARKS INC.
AGREEMENT BETWEEN U.S. UNDERWRITERS
AND INTERNATIONAL MANAGERS
January , 1997
AGREEMENT by and between (a) the U.S. Underwriters (the "U.S.
Underwriters") named in Schedule 1 to the U.S. Underwriting Agreement dated the
date hereof (the "U.S. Underwriting Agreement") between Premier Parks Inc., a
Delaware corporation (the "Company"), and Xxxxxx Brothers Inc., Xxxxxx Xxxx LLC
and Xxxxx Xxxxxx Inc., as Representatives (the "Representatives") of the U.S.
Underwriters, and (b) the International Managers (the "International Managers")
named in Schedule 1 to the International Underwriting Agreement dated the date
hereof (the "International Underwriting Agreement") between the Company and
Xxxxxx Brothers International (Europe), Xxxxxx Xxxx LLC, and Xxxxx Xxxxxx Inc.
as Lead Managers (the "Lead Managers") for the International Managers.
WHEREAS, the U.S. Underwriters, pursuant to the U.S. Underwriting
Agreement, have agreed to purchase from the Company an aggregate of 3,400,000
shares of the Company's Common Stock (par value $.05 per share) (the "U.S.
Stock") to be offered and sold in the United States and Canada, and the
International Managers, pursuant to the International Underwriting Agreement,
have agreed to purchase from the Company an aggregate of 600,000 shares of the
Company's Common Stock (par value $.05 per share) (the "International Stock") to
be offered and sold outside the United States and Canada; the U.S. Stock and the
International Stock are hereinafter collectively referred to as the "Firm
Stock";
WHEREAS, solely for the purpose of covering over-allotments, the U.S.
Underwriters, pursuant to the U.S. Underwriting Agreement, have been granted
options by the Company to purchase up to 510,000 additional shares of the
Company's Common Stock (the "U.S. Option Stock") and the International Managers,
pursuant to the International Underwriting Agreement, have been granted options
by the Company to purchase up to 90,000 additional shares of the Company's
Common Stock (the "International Option Stock")
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(the U.S. Option Stock and the International Option Stock are hereinafter
collectively referred to as the "Option Stock", and the Firm Stock and the
Option Stock are hereinafter collectively referred to as the "Stock"); and
WHEREAS, in connection with the foregoing, the Representatives and the
Lead Managers deem it necessary and advisable that certain of the activities of
the U.S. Underwriters and the International Managers be coordinated pursuant to
this Agreement;
NOW, THEREFORE, the Representatives (on behalf of the U.S.
Underwriters) and the Lead Managers (on behalf of the International Managers)
hereby agree as follows:
1. (a) The U.S. Underwriters, acting through the Representatives,
and the International Managers, acting through the Lead Managers, agree that
they will consult with each other as to the availability for sale to the public
of Stock purchased pursuant to the U.S. Underwriting Agreement and the
International Underwriting Agreement, from time to time until the earliest of
(i) the termination of the provisions of the Supplemental Agreement Among U.S.
Underwriters dated the date hereof (the "Agreement Among U.S. Underwriters"),
(ii) the termination of the provisions of the Agreement Among International
Managers dated the date hereof (the "Agreement Among International Managers") or
(iii) a mutual agreement of the U. S. Underwriters, acting through the
Representatives, and the International Managers, acting through the Lead
Managers, to terminate the selling restrictions set forth in Sections 2(a) and
2(b) of this Agreement.
(b) At any time and from time to time as mutually agreed between the
Representatives and the Lead Managers, the Representatives may sell (for the
accounts of one or more U.S. Underwriters) to the Lead Managers (for the
accounts of the International Managers) such number of shares of U.S. Stock
purchased pursuant to the U.S. Underwriting Agreement and remaining unsold, as
may be so mutually agreed upon. From time to time as mutually agreed between
the Lead Managers and the Representatives, the Lead Managers may sell (for the
accounts of one or more International Managers) to the Representatives (for the
accounts of U.S. Underwriters) such number of shares of International Stock
purchased pursuant to the International Underwriting Agreement and remaining
unsold, as may be so mutually agreed upon.
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(c) Unless otherwise determined by mutual agreement, the price of any
Stock so purchased or sold shall be the public offering price as then in effect
for Stock being sold by the U.S. Underwriters and the International Managers
less the selling concession allocable to such Stock. Settlement between the
Representatives and the Lead Managers with respect to any Stock which the
Representatives and the Lead Managers have agreed to purchase or sell pursuant
to this Agreement at least two business days prior to each Delivery Date
specified in the U.S. Underwriting Agreement shall be made on such Delivery Date
and, in the case of purchases and sales made thereafter, as promptly as
practicable but in no event later than three business days after the transaction
date. Certificates for the Stock so purchased shall be delivered on the
respective settlement dates. The liability for payment to the Company of the
purchase price of the Stock being purchased by the U.S. Underwriters under the
U.S. Underwriting Agreement and the liability for payment to the Company of the
purchase price of the Stock being purchased by the International Managers under
the International Underwriting Agreement, respectively, shall not be affected by
the provisions of this Agreement. The U.S. Underwriters and the International
Managers shall pay any sales or transfer taxes, fees or other charges payable in
connection with the sale or delivery of Stock sold by them under this Agreement.
(d) The obligations of the U.S. Underwriters in respect of any
purchase or sale of Stock hereunder shall be pro rata in accordance with the
proportion of the total number of shares of Stock which the U.S. Underwriters
are obligated to purchase from the Company pursuant to the U.S. Underwriting
Agreement; provided, however, that if the net purchases of International Stock
hereunder by the U.S. Underwriters exceed 15% of the aggregate number of shares
of U.S. Stock to be purchased from the Company by the U.S. Underwriters pursuant
to the U.S. Underwriting Agreement, the excess shares of International Stock
shall be purchased by such U.S. Underwriters as shall be designated by the
Representatives.
2. (a) Each U.S. Underwriter agrees that, except for (i) purchases
and sales pursuant to Section 1 hereof, (ii) transactions described in paragraph
(c) of this Section 2, (iii) stabilization transactions contemplated under
Section 3 hereof and (iv) other transactions specifically approved by the
Representatives and the Lead Managers, (A) it is not purchasing any Stock for
the account
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of anyone other than a U.S. or Canadian Person (as defined below), (B) it has
not offered or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any of the Stock or distribute any Preliminary Prospectus or
Prospectus (each as defined in the U.S. Underwriting Agreement) to anyone other
than a U.S. or Canadian Person and (C) that any dealer to whom it may sell any
of the Stock (x) will represent that it is not purchasing for the account of
anyone other than a U.S. or Canadian Person and (y) will agree that it will not
offer, sell, resell or deliver, directly or indirectly, any of the Stock to
anyone other than a U.S. or Canadian Person or to any other dealer who does not
so represent and agree.
(b) Each International Manager agrees that, except for (i) purchases
and sales pursuant to Section 1 hereof, (ii) transactions described in
paragraph (c) of this Section 2, (iii) stabilization transactions contemplated
under Section 3 hereof and (iv) other transactions specifically approved by the
Lead Managers and the Representatives, (A) it is not purchasing any Stock for
the account of any U.S. or Canadian Person, (B) it has not offered or sold, and
will not offer, sell, resell or deliver, directly or indirectly, any of the
Stock or distribute any Preliminary Prospectus or Prospectus (each as defined in
the International Underwriting Agreement) to any U.S. or Canadian Person and
(C) that any dealer to whom it may sell any of the Stock (x) will represent that
it is not purchasing for the account of any U.S. or Canadian Person and (y) will
agree that it will not offer, sell, resell or deliver, directly or indirectly,
any of the Stock to any U.S. or Canadian Person or to any other dealer who does
not so represent and agree.
(c) The limitations of this Section 2 shall not restrict (i) offers,
sales, resales, deliveries or distributions by a U.S. Underwriter to or through
investment advisors who are U.S. or Canadian Persons, or other U.S. or Canadian
Persons exercising investment discretion, who are purchasing for the account of
anyone other than a U.S. or Canadian Person, or offers, sales, resales,
deliveries or distributions by an International Manager to or through investment
advisors who are not U.S. or Canadian Persons, or other persons exercising
investment discretion who are not U.S. or Canadian Persons, who are purchasing
for the account of a U.S. or Canadian Person, (ii) purchases by a U.S.
Underwriter who is also acting as an International Manager of Stock for the
account of anyone other than a U.S. or
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Canadian Person, or purchases by an International Manager who is also acting as
a U.S. Underwriter of Stock for the account of a U.S. or Canadian Person or
(iii) offers or sales by a U.S. Underwriter who is also acting as an
International Manager of Stock to anyone other than a U.S. or Canadian Person,
or offers or sales by an International Manager who is also acting as a U.S.
Underwriter of Stock to a U.S. or Canadian Person.
(d) As used herein, "U.S. or Canadian Person" means any resident or
citizen of the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States or Canada
or any political subdivision thereof or any estate or trust the income of which
is subject to United States federal income taxation or Canadian income taxation
regardless of the source (other than the foreign branch of any U.S. or Canadian
Person), and includes any United States or Canadian branch of a person other
than a U.S. or Canadian Person. The term "United States" means the United
States of America (including the states thereof and the District of Columbia)
and its territories, its possessions and other areas subject to its jurisdiction
and the term "Canada" means Canada, its provinces, territories, possessions and
other areas subject to its jurisdiction.
3. (a) All stabilization transactions, if any, conducted in the
United States or Canada shall be conducted through the Representatives, and all
stabilization transactions, if any, conducted outside the United States and
Canada shall be conducted through the Lead Managers at the direction and subject
to the control of the Representatives, so that stabilization activities both
within and outside the United States and Canada shall be coordinated and
conducted in compliance with any applicable laws and regulations.
(b) The U.S. Underwriters shall have responsibility with respect to
any action which the Representatives may take to make over-allotments in
arranging for sales of Stock in the United States and Canada, and the
International Managers shall have responsibility with respect to any action
which the Lead Managers may take to make over-allotments in arranging for sales
of Stock outside the United States and Canada.
(c) The Lead Managers undertake, and agree to cause each of the
International Managers to undertake, that in connection with the distribution of
the Stock they will
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comply with the prohibitions against trading by persons interested in a
distribution set forth in Rules 10b-6 and 10b-7 under the United States
Securities Exchange Act of 1934, as amended, and Sections 9 and 10 of the
Agreement Among International Managers. The International Managers will cause
each dealer who has agreed to participate or is participating in the
distribution to give a similar undertaking.
(d) All stabilization transactions conducted by the Representatives
or by the Lead Managers (under the direction of the Representatives) shall be
for the respective accounts of the several U.S. Underwriters and the several
International Managers in the proportions set forth in Section 4 hereof. In no
event shall the net commitment pursuant to overallotment of such stabilization
transactions, including the net commitment for long or short account represented
by the Stock purchased or sold pursuant to Section 1 hereof, exceed in the case
of each U.S. Underwriter or International Manager, 15% of the aggregate initial
public offering price of the total number of shares of Stock which such U.S.
Underwriter or International Manager is obligated to purchase pursuant to the
U.S. Underwriting Agreement or the International Underwriting Agreement, as the
case may be, and this Agreement.
4. The Representatives and the Lead Managers shall agree as to the
expenses which will constitute expenses of the underwriting and distribution of
the Stock common to the U.S. Underwriters and the International Managers which
expenses, as well as any stabilizing profits, shall be allocated between the
U.S. Underwriters, on the one hand, and the International Managers, on the other
hand, in the same proportions as the number of shares of Stock agreed to be
purchased under the U.S. Underwriting Agreement and the number of shares of
Stock agreed to be purchased under the International Underwriting Agreement bear
to the total number of shares of Stock. It is agreed that such common expenses
shall, unless otherwise agreed by the Representatives and the Lead Managers, be
limited to any losses or expenses incurred in stabilizing the market price of
the Stock in accordance with Section 3 hereof. Except with respect to such
common expenses, the U.S. Underwriters will pay the aggregate expenses incurred
in connection with the purchase, carrying or sale of the Stock purchased by the
U.S. Underwriters from the Company and the International Managers will pay the
aggregate expenses incurred in
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connection with the purchase, carrying or sale of the Stock purchased by the
International Managers from the Company.
5. The Representatives and the Lead Managers agree that:
(a) the Lead Managers will not establish a Delivery Date under the
International Underwriting Agreement which differs from that established
under the U.S. Underwriting Agreement, and if such Delivery Date is
postponed by action of the U.S. Underwriters as provided in the U.S.
Underwriting Agreement or by action of the International Managers as
provided in the International Underwriting Agreement, it will be postponed
to a date and time mutually agreed upon by the Representatives and the Lead
Managers;
(b) changes in the respective public offering prices or in the
respective selling concessions and reallowances to dealers will be made
only by mutual agreement until the time specified in Section 1(a) hereof;
(c) the Representatives and the Lead Managers will each keep the
other fully informed of the progress of the offering and distribution of
the Stock;
(d) the Representatives will not cause the termination of the
Agreement Among U.S. Underwriters and the Lead Managers will not cause the
termination of the Agreement Among International Managers without, in each
case, the consent of the other until 30 days after the date hereof; and
(e) advertising with respect to the offering shall be as mutually
agreed upon by the Representatives and the Lead Managers.
6. This Agreement may be amended prior to any Delivery Date
specified in the U.S. Underwriting Agreement and the International Underwriting
Agreement by mutual written consent of the Representatives and the Lead
Managers.
7. This Agreement may be signed in several counterparts, which
together shall constitute one and the same instrument.
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8. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to choice of law
or conflicts of law principles thereof.
IN WITNESS WHEREOF, this Agreement has been executed on the date first
above written.
XXXXXX BROTHERS INC.
XXXXXX XXXX LLC
XXXXX XXXXXX INC.
For themselves and as Representatives
for each of the several U.S.
Underwriters
by XXXXXX BROTHERS INC.
by
_________________________
Authorized Representative
XXXXXX BROTHERS INTERNATIONAL
(EUROPE)
XXXXXX XXXX LLC
XXXXX XXXXXX INC.
For themselves and as Lead Managers for each
of the several International Managers
by XXXXXX BROTHERS INTERNATIONAL (EUROPE)
by
__________________________
Authorized Representative
