EXHIBIT 1
AMERICAN GENERAL FINANCE CORPORATION
DEBT SECURITIES
UNDERWRITING AGREEMENT
American General Finance Corporation, an Indiana corporation (the
"Company"), proposes to issue and sell from time to time certain of its
unsecured, unsubordinated debt securities (the "Debt Securities") registered
under the registration statement referred to in Section 1(a) below. The Debt
Securities will be issued under an indenture, dated as of May 1, 1999 (the
"Indenture"), between the Company and Citibank, N.A., as Trustee (the
"Trustee"). The Debt Securities will be issued in one or more series which may
vary as to titles, aggregate principal amounts, interest rates or formulas and
timing of payments thereof, maturities, sinking fund requirements, redemption
and/or repayment provisions, selling prices and any other terms which the
Indenture contemplates may be contained in the Debt Securities as issued from
time to time. Particular series of the Debt Securities may be sold pursuant to a
Pricing Agreement substantially in the form set forth in Annex I hereto (the
"Pricing Agreement"), subject to the terms and conditions set forth therein and
herein. The Pricing Agreement will incorporate by reference the provisions of
this Agreement, except as otherwise provided therein.
The Debt Securities that are the subject of a particular Pricing Agreement
are referred to herein as the "Securities." The firm or firms named in
Schedule I to the Pricing Agreement are referred to herein as the
"Underwriters," and the representative or representatives of the Underwriters,
if any, specified in the Pricing Agreement are referred to herein as the
"Representatives"; provided, however, that if the Pricing Agreement does not
specify any representative of the Underwriters, the term "Representatives" shall
mean the Underwriters.
As provided in Section 2 below, the Pricing Agreement may authorize the
Underwriters to solicit offers from certain investors to purchase Securities
from the Company pursuant to delayed delivery contracts ("Delayed Delivery
Contracts"). Securities to be purchased pursuant to Delayed Delivery Contracts
are sometimes referred to herein as "Contract Securities," and Securities to be
purchased by the Underwriters (after giving effect to the deduction, if any, for
Contract Securities) are sometimes referred to herein as "Underwriters'
Securities."
Section 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement (No. 333- ) on Form S-3 relating to the
Debt Securities, including the Securities, and all post-effective
amendments thereto required to the date of the Pricing Agreement, has
been filed with the Securities and Exchange Commission (the "Commission")
in the form heretofore delivered or to be delivered to the
Representatives (and, excluding exhibits to such registration statement,
but including all documents incorporated by reference in the prospectus
contained therein on or prior to the date of the Pricing Agreement, to
the Representatives for each of the other Underwriters) and such
registration statement and each such amendment thereto, if any, has been
declared effective by the Commission and no stop order suspending the
effectiveness thereof has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission. For purposes of this
Agreement, (i) the term "Registration Statement" shall mean Registration
Statement No. 333- , including all exhibits thereto and all
documents incorporated by reference therein as of the effective date
thereof; and any reference to the Registration Statement as amended (or
similar wording) shall mean the Registration Statement, including all
post-effective amendments thereto and all documents filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), after
the effective date of the Registration Statement and that are deemed to
be incorporated by reference in the Registration Statement upon the
filing of such documents with the Commission and the information, if any,
deemed to be a
part thereof pursuant to Rule 434 under the Securities Act of 1933, as
amended (the "Act"); (ii) the term "Prospectus" shall mean the
prospectus, including all documents incorporated by reference therein as
of the date thereof, relating to the Debt Securities in the form included
in the Registration Statement as of the effective date thereof or, if
different, in the form in which it has most recently been filed or
transmitted for filing with the Commission on or prior to the date of the
Pricing Agreement, as amended or supplemented to reflect the terms of the
offering of the Securities by (A) if the Company elects not to rely on
Rule 434 under the Act, the Prospectus Supplement contemplated by
Section 3(a) hereof, in the form in which such Prospectus Supplement is
filed with the Commission pursuant to Rule 424(b) under the Act, in
accordance with Section 3(a) hereof or (B) if the Company elects to rely
on Rule 434 under the Act, the Term Sheet contemplated by Section 3(a)
hereof, in the form in which such Term Sheet is filed with the Commission
pursuant to Rule 424(b) (7) under the Act, in accordance with
Section 3(a) hereof (and, in such case, the term "Prospectus" shall
include such Term Sheet and the Rule 434(c) (2) Prospectus referred to in
Section 3(a), if any, each individually and taken together); any
reference to the date of the Prospectus shall be deemed to refer to the
date of such Prospectus Supplement or Term Sheet, as the case may be, and
any reference to the Prospectus as amended or supplemented (or similar
wording) shall mean the Prospectus, including all supplements thereto and
all documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and that are deemed to be incorporated by reference in the
Prospectus upon the filing of such documents with the Commission; and
(iii) the term "Preliminary Prospectus" shall mean any preliminary
prospectus, including all documents incorporated by reference therein as
of the date thereof, included in the Registration Statement prior to the
effectiveness thereof or filed with the Commission pursuant to
Rule 424(a) under the Act; and any reference to any Preliminary
Prospectus as amended or supplemented (or similar wording) shall mean
such Preliminary Prospectus, including all documents filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of such Preliminary Prospectus and that are
deemed to be incorporated by reference in the Preliminary Prospectus upon
the filing of such documents with the Commission. If the Company files a
registration statement to register a portion of the Securities and relies
on Rule 462(b) under the Act for such registration statement to become
effective upon filing with the Commission (the "Rule 462(b) Registration
Statement"), then any reference to "Registration Statement" herein shall
be deemed to be to both Registration Statement No. 333- (the
"original Registration Statement") and the Rule 462(b) Registration
Statement, as each such registration statement may be amended pursuant to
the Act. For purposes of this Underwriting Agreement, all references to
the Registration Statement, Prospectus, Term Sheet or Preliminary
Prospectus or to any amendment or supplement to any of the foregoing
shall be deemed to include any copy filed with the Commission pursuant to
its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR");
(b) The documents incorporated by reference in the Prospectus, as amended or
supplemented, when they were filed with the Commission, conformed in all
material respects to the applicable requirements of the Exchange Act and
the rules and regulations of the Commission thereunder, and, when read
together with the other information included or incorporated by reference
in the Prospectus at the time the Registration Statement became
effective, at the time any post-effective amendment thereto became
effective and at the time any annual report on Form 10-K was filed by the
Company and incorporated by reference into the Prospectus, none of such
documents contained an 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; and any further documents so filed
during the period during which delivery of a
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prospectus is required in connection with the offering or sale of the
Securities, and incorporated by reference in the Prospectus, when such
documents are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder and, when read together with the
other information included or incorporated by reference in the Prospectus
at the time such documents are filed with the Commission, none of such
documents will contain an 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; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of an Underwriter
through the Representatives expressly for use in the Prospectus;
(c) The Registration Statement, as amended, and the Prospectus, as amended,
conform, and any amendments or supplements thereto filed during the
period during which delivery of a prospectus is required in connection
with the offering or sale of the Securities will conform, in all material
respects to the applicable requirements of the Act, the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder. The Registration Statement, as
amended, and the Prospectus, as amended or supplemented, each as of the
effective date of the Registration Statement, as of the effective date of
each post-effective amendment to the Registration Statement, if any, and
at the time any annual report on Form 10-K was filed by the Company and
incorporated by reference into the Prospectus, did not, as of the date of
the Pricing Agreement do not, and as of the Time of Delivery (as
hereinafter defined) and during the period during which delivery of a
prospectus is required in connection with the offering or sale of the
Securities, will not, contain an 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; provided, however, that
this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of an Underwriter
through the Representatives expressly for use in the Prospectus, or to
the Statement of Eligibility on Form T-1 (the "Form T-1"), except as to
statements or omissions in such Form T-1 made in reliance upon
information furnished in writing to the Trustee by or on behalf of the
Company for use therein;
(d) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has been no material
adverse change, nor any development or event involving a prospective
material adverse change, in the business, financial condition, or results
of operations of the Company and its subsidiaries taken as a whole, other
than as set forth or contemplated in the Prospectus as amended or
supplemented, whether or not arising in the ordinary course of business;
(e) The Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Indiana with corporate power
and authority to own its properties and conduct its business as described
in the Prospectus, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws of
each other jurisdiction in which it owns or leases substantial
properties, or conducts business, and where the failure so to qualify and
be in good standing would have a material adverse effect on the business
of the Company and its subsidiaries taken as a whole; each of the
Company's subsidiaries has been duly incorporated and is validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation, has corporate power and authority to own or lease its
properties and conduct its business as described in the Prospectus, and
has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases substantial
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properties, or conducts business, and where the failure so to qualify and
be in good standing would have a material adverse effect on the business
of the Company and its subsidiaries taken as a whole; and the Company and
each of its subsidiaries have all required authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental
regulatory officials and bodies (including, without limitation, each
insurance regulatory authority having jurisdiction over the Company or
any insurance subsidiary of the Company) to own or lease its properties
and conduct its business as described in the Prospectus, except such
authorizations, approvals, orders, licenses, certificates and permits
which, if not obtained, would not have a material adverse effect on the
business of the Company and its subsidiaries taken as a whole, and
neither the Company nor any of its subsidiaries has received any notice
of proceedings relating to the revocation or modification of any such
authorization, approval, order, license, certificate or permit which,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially adversely affect the business of the
Company and its subsidiaries taken as a whole;
(f) All of the outstanding shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued, are fully paid
and non-assessable, and (except for any directors' qualifying shares) are
owned, directly or indirectly, by the Company, free and clear of all
liens and encumbrances;
(g) The Securities have been duly authorized (or will have been so
authorized prior to their issuance) and, when executed and authenticated
pursuant to the Indenture and issued and delivered against payment
therefor pursuant to this Agreement and the Pricing Agreement (or, in the
case of any Contract Securities, pursuant to the Delayed Delivery
Contracts with respect thereto), will be duly executed, authenticated,
issued and delivered and will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance
with their terms and entitled to the benefits of the Indenture subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; the Indenture has
been duly authorized, executed and delivered by the Company, and
constitutes a valid and legally binding instrument of the Company,
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; the Indenture has
been duly qualified under the Trust Indenture Act; and the Securities and
the Indenture conform in all material respects with the descriptions
thereof in the Prospectus;
(h) The Pricing Agreement pursuant to which the Securities are being issued
(including the provisions of this Agreement) has been duly authorized,
executed and delivered by the Company;
(i) In the event any of the Securities are purchased pursuant to Delayed
Delivery Contracts, each of such Delayed Delivery Contracts has been (or
will be prior to the Time of Delivery) duly authorized by the Company
and, when executed and delivered by the Company and the purchaser named
therein, will constitute a valid and legally binding agreement of the
Company enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and such
Delayed Delivery Contracts will conform in all material respects to the
description thereof in the Prospectus;
(j) The issue and sale of the Securities, the compliance by the Company with
all of the provisions of the Securities, the Indenture, each of the
Delayed Delivery Contracts, if any, this
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Agreement and the Pricing Agreement, and the consummation of the
transactions herein and therein contemplated will not (i) conflict with
or result in a breach of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument for money borrowed to which the Company
or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, or (ii) result in any
violation of (x) the provisions of the Restated Articles of
Incorporation, as amended, or the Amended and Restated By-Laws of the
Company or (y) to the best knowledge of the Company, any statute or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of
their properties, in any manner which, in the case of clauses (i) and
(ii)(y), would have a material adverse effect on the business of the
Company and its subsidiaries taken as a whole; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale
of the Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, the Pricing Agreement, the
Indenture, or any Delayed Delivery Contract, except such as have been, or
will have been prior to the Time of Delivery, obtained under the Act and
the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under "blue sky" or
state securities laws or insurance laws in connection with the purchase
and distribution of the Securities by the Underwriters;
(k) Other than as set forth or contemplated in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company or
any of its subsidiaries is subject which, individually or in the
aggregate, are expected to have a material adverse effect on the
business, financial condition, or results of operations of the Company
and its subsidiaries taken as a whole; and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(l) The Company is not, and, after giving effect to the issue and sale of
the Securities, will not be, an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
(m) The Securities, upon issuance, will be excluded or exempted under, or
beyond the purview of, the Commodity Exchange Act, as amended (the
"Commodity Exchange Act"), and the rules and regulations of the Commodity
Futures Trading Commission under the Commodity Exchange Act.
Section 2. PURCHASE AND OFFERING OF SECURITIES. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Securities specified therein. The Pricing
Agreement shall specify the aggregate principal amount of the Securities, the
initial public offering price of such Securities, the purchase price to the
Underwriters of such Securities, the names of the Underwriters of such
Securities (subject to substitution as provided by Section 7 herein), the names
of the Representatives of such Underwriters, the principal amount of such
Securities to be purchased by each Underwriter and whether any of such
Securities shall be covered by Delayed Delivery Contracts and the commission
payable to the Underwriters with respect thereto and shall set forth the date,
time and manner of delivery of such Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the Registration Statement and Prospectus) the terms of such Securities. The
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of facsimile communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and the Pricing
5
Agreement shall be several and not joint. Upon the execution of the Pricing
Agreement and authorization by the Representatives of the release of the
Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in the
Prospectus.
Underwriters' Securities to be purchased by each Underwriter pursuant to the
Pricing Agreement, in definitive form to the extent practicable, and in such
authorized denominations and registered in such names as the Representatives may
request upon at least twenty-four hours prior notice to the Company, shall be
delivered by or on behalf of the Company to the Representatives for the account
of such Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor, by wire transfer of immediately available funds to a
bank account specified by the Company, all at the place and time and date
specified in the Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for the Underwriters'
Securities.
The Company may specify in Schedule II to the Pricing Agreement that the
Underwriters are authorized to solicit offers to purchase Securities from the
Company pursuant to Delayed Delivery Contracts, substantially in the form of
Annex III attached hereto but with such changes therein as the Representatives
and the Company may authorize or approve. If so specified, the Underwriters will
endeavor to make such arrangements, and as compensation therefor the Company
will pay to the Representatives, for the accounts of the Underwriters,
concurrent with the delivery of and payment for the Underwriters' Securities at
the Time of Delivery, such commission, if any, as may be set forth in the
Pricing Agreement by wire transfer of immediately available funds to a bank
account specified by the Representatives. Delayed Delivery Contracts, if any,
are to be with investors of the types described in the Prospectus and subject to
other conditions therein set forth. The Underwriters will not have any
responsibility in respect of the validity or performance of any Delayed Delivery
Contracts.
The principal amount of Contract Securities to be deducted from the
principal amount of Securities to be purchased by each Underwriter as set forth
in Schedule I to the Pricing Agreement shall be equal to the principal amount of
Contract Securities which the Company has been advised by the Representatives
have been attributed to such Underwriter, provided that, if the Company has not
been so advised, the principal amount of Contract Securities to be so deducted
shall be, in each case, that proportion of Contract Securities which the
principal amount of Securities to be purchased by such Underwriter under the
Pricing Agreement bears to the total principal amount of the Securities (rounded
as the Representatives may determine). The total principal amount of
Underwriters' Securities to be purchased by all the Underwriters pursuant to the
Pricing Agreement shall be the total principal amount of Securities set forth in
Schedule I to the Pricing Agreement less the principal amount of the Contract
Securities. The Company will deliver to the Representatives not later than
3:30 p.m., New York City time, on the second business day preceding the Time of
Delivery (or such other time and date as the Representatives and the Company may
agree upon in writing) a written notice setting forth the names of the investors
with which the making of Delayed Delivery Contracts has been approved by the
Company and the principal amount of Contract Securities to be covered by each
such Delayed Delivery Contract.
Section 3. CERTAIN AGREEMENTS OF THE COMPANY. The Company agrees with each
of the Underwriters:
(a) Immediately following the execution of the Pricing Agreement, to prepare
(i) if the Company elects not to rely on Rule 434 under the Act, an
amendment or supplement to the prospectus related to the Debt Securities
to reflect the terms of the offering of the Securities (the "Prospectus
Supplement") in a form reasonably approved by the Representatives, and to
file the Prospectus Supplement pursuant to Rule 424(b) (2) or (5) under
the Act by 3:00 p.m., New York City time, on the business day immediately
succeeding the date of the Pricing Agreement (or such other time as shall
be specified in the Pricing Agreement), or (ii) if the
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Company elects to rely on Rule 434 under the Act, (A) an abbreviated term
sheet relating to the Securities (the "Term Sheet") that complies with
the requirements of Rule 434(c) (3) and (e) under the Act in a form
reasonably approved by the Representatives, and (B) if required by
Rule 434(c) (2) under the Act, a form of Prospectus relating to the
Securities (the "Rule 434(c) (2) Prospectus") complying with Rule 434(c)
(2) under the Act in a form reasonably approved by the Representatives,
and to file such Term Sheet pursuant to Rule 424(b) (7) under the Act,
and any such Rule 434(c) (2) Prospectus pursuant to Rule 424(b) under the
Act, in each case by 3:00 p.m., New York City time, on the business day
immediately succeeding the date of the Pricing Agreement (or such other
time as shall be specified in the Pricing Agreement); except as otherwise
required by law, to make no amendment or supplement to the Registration
Statement or Prospectus after the date of the Pricing Agreement and prior
to the Time of Delivery which shall be reasonably disapproved by the
Representatives promptly after reasonable notice thereof; for so long as
the delivery of a prospectus is required in connection with the offering
or sale of the Securities, to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, and to advise the Representatives, promptly after it
receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus (other than any
supplement or amendment to the Prospectus relating exclusively to a
series of Debt Securities other than the Securities) has been filed or
transmitted for filing with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending the
use of any prospectus relating to the Securities, of the suspension of
the qualification of such Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus (other than any
supplement or amendment to the Prospectus relating exclusively to a
series of Debt Securities other than the Securities) or for additional
information; and, in the event of the issuance of any such stop order or
of any such order preventing or suspending the use of any prospectus
relating to the Securities or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify the Securities for offering and sale
under the securities and insurance laws of such jurisdictions as the
Representatives may reasonably request and to comply with such laws to
the extent necessary to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete
the distribution of the Securities; provided, however, that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to file a general consent to service of process in
any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus in such
quantities as the Representatives may from time to time reasonably
request, and, if the delivery of a prospectus is required at any time in
connection with the offering or sale of the Securities and if at such
time any event shall have occurred or condition exist as a result of
which the Prospectus, as it may then be amended or supplemented, would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it
shall be necessary during such same period, in the opinion of the
Representatives or the Company, to amend or supplement the Prospectus or
to file under the Exchange Act any document incorporated by reference in
the Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives of such event,
condition, filing, amendment or supplement and upon the
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Representatives' request to file such document and to prepare and furnish
without charge to each Underwriter and to any dealer in securities as
many copies as the Representatives may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus which
will correct such statement or omission or effect such compliance; and to
ensure that the Prospectus and any amendments or supplements thereto
furnished to the Underwriters are identical to any electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than 90 days following the close
of the period covered thereby, an earnings statement, covering a
twelve-month period beginning not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined
in Rule 158 under the Act) of the Registration Statement, of the Company
and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including Rule 158);
(e) During the period beginning from the date of the Pricing Agreement and
continuing to and including the Time of Delivery, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the
Company (except that the Company shall have the right to close during
such period the sale of any debt securities under its medium-term note
programs that it had agreed to sell on or before the date of the Pricing
Agreement and of which it had informed the Representatives prior to their
execution of the Pricing Agreement) having an original maturity of more
than one year after such Time of Delivery without the prior consent of
the Representatives; and
(f) To file in a timely manner all documents required to be filed with the
Commission pursuant to Sections 13 and 14 of the Exchange Act.
Section 4. PAYMENT OF EXPENSES. The Company agrees to pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration of the Debt
Securities under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any Preliminary
Prospectus and the Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) the cost of printing or producing any Agreement Among Underwriters, this
Agreement, the Pricing Agreement, the Indenture, any Delayed Delivery Contracts,
any Blue Sky and Legal Investment Memoranda and any other documents in
connection with the offering, purchase, sale and delivery of the Debt
Securities; (iii) all expenses in connection with the qualification of the Debt
Securities for offering and sale under state securities laws as provided in
Section 3(b) hereof, including the reasonable fees and disbursements of counsel
for the Underwriters in connection with such qualification and in connection
with the Blue Sky and legal investment surveys; (iv) any fees charged by
securities rating services for rating the Securities; (v) any filing fees
incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Debt Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of the Trustee and any
agent of the Trustee; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder and under any Delayed Delivery
Contracts which are not otherwise specifically provided for in this Section 4.
It is understood, however, that, except as provided in this Section 4,
Section 6 and Section 8 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees and disbursements of their own counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.
Section 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations
of the Underwriters under the Pricing Agreement shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties of the Company in or incorporated by reference in the Pricing
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Agreement 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) The Prospectus Supplement or, if the Company shall have elected to rely
on Rule 434 under the Act, the Term Sheet and any Rule 434 (c) (2)
Prospectus required by Rule 434 (c) (2) under the Act, shall have been
filed with the Commission pursuant to Rule 424(b) within the applicable
time period prescribed therefor by Section 3(a) hereof; no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceeding for that purpose shall have been initiated
or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with
to the Representatives' reasonable satisfaction;
(b) Sidley Austin Brown & Wood llp, counsel for the Underwriters (or such
other counsel as shall be indicated in the Pricing Agreement), shall have
furnished to the Representatives such opinion or opinions, dated the Time
of Delivery, with respect to the due and valid authorization, execution
and delivery of the Indenture, the Securities and the Delayed Delivery
Contracts, if any, and the Registration Statement, the Prospectus and
other related matters as the Representatives may reasonably request, and
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters (in rendering
such opinion or opinions, Sidley Austin Brown & Wood llp may rely as to
matters of Indiana Law upon the opinion of Timothy M. Hayes, Esq.,
General Counsel of the Company (or other counsel licensed to practice in
the State of Indiana) referred to in subsection 5(c);
(c) Timothy M. Hayes, Esq., General Counsel of the Company (or such other
counsel as shall be acceptable to the Representatives), shall have
furnished to the Representatives his written opinion, dated the Time of
Delivery, in form and substance satisfactory to the Representatives, to
the effect that:
(i) The Company is a corporation duly incorporated and validly existing
under the laws of the State of Indiana, with corporate power and
authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus and to enter into and
perform its obligations under, or as contemplated under, the
Underwriting Agreement and the Pricing Agreement;
(ii) Each of the subsidiaries of the Company has been duly incorporated
and is validly existing as a business corporation or an insurer, as
the case may be, in good standing under the laws of its
jurisdiction of incorporation, with corporate power and authority
to own, lease and operate its properties and to conduct its
business as described in the Prospectus, provided, however, that
"good standing" means with respect to any corporation incorporated
under the laws of the State of Indiana that such corporation has
filed its most recent biennial report required by the laws of the
State of Indiana and Articles of Dissolution have not been filed in
the State of Indiana with respect to such corporation; to the
knowledge of such counsel, the Company and each of its subsidiaries
has been duly qualified as a foreign corporation for the
transaction of business or licensed to transact business as an
insurance company, as the case may be, and is in good standing
under the laws of each other jurisdiction in which it owns or
leases substantial properties, or conducts business, and where the
failure so to qualify and be in good standing would have a material
adverse effect on the business of the Company and its subsidiaries
taken as a whole; all of the outstanding shares of capital stock of
each such subsidiary have been duly authorized and validly issued,
are fully paid and non-assessable, and (except for any directors'
qualifying shares) are owned, directly or indirectly, by the
9
Company, free and clear of all liens and encumbrances; and, to the
knowledge of such counsel, the Company and each of its subsidiaries
has all required authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory
officials and bodies (including, without limitation, each insurance
regulatory authority having jurisdiction over the Company or any
insurance subsidiary of the Company) to own, lease and operate its
properties and to conduct its business as described in the
Prospectus, except such authorizations, approvals, orders,
licenses, certificates and permits which, if not obtained, would
not have a material adverse effect on the business of the Company
and its subsidiaries taken as a whole (such counsel being entitled
to rely in respect of the opinion in this clause (ii) upon opinions
(in form and substance reasonably satisfactory to the
Representatives) of local counsel and of counsel for the
subsidiaries, such counsel being acceptable to counsel for the
Underwriters, copies of which shall be furnished to the
Representatives; and in respect of matters of fact upon
certificates of public officials or officers of the Company or its
subsidiaries, provided that such counsel shall state that he
believes that he is justified in relying upon such opinions);
(iii) There are no legal or governmental proceedings pending, or, to the
knowledge of such counsel, threatened, of a character that are
required to be disclosed in the Registration Statement and
Prospectus, other than as disclosed therein; to the knowledge of
such counsel, there are no contracts, indentures, mortgages, deeds
of trust, loan agreements or other documents of a character
required to be described in the Registration Statement or
Prospectus (or required to be filed under the Exchange Act if upon
such filing they would be incorporated by reference therein) or to
be filed as exhibits to the Registration Statement that are not
described and filed as required and all descriptions in the
Prospectus of such documents to which the Company or its
subsidiaries are a party are accurate in all material respects;
(iv) Neither the Company nor any of its subsidiaries is in violation of
its articles of incorporation, charter or by-laws or in default in
the performance or observance of any contractual obligation known
to such counsel, the violation or default under which has or will
have a material adverse effect on the business of the Company and
its subsidiaries taken as a whole. The issue and sale of the
Securities, the compliance by the Company with all of the
provisions of the Securities, the Indenture, each of the Delayed
Delivery Contracts, if any, this Agreement and the Pricing
Agreement, and the consummation of the transactions herein and
therein contemplated will not (A) conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any contract, indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument for money
borrowed to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its
subsidiaries is subject, or (B) result in any violation of (x) the
provisions of the Restated Articles of Incorporation, as amended,
or the Amended and Restated By-Laws of the Company or (y) any
statute, order, rule, regulation, judgment, order, writ or decree
known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or
any of their properties, in any manner which, in the case of
clauses (A) and (B)(y), would have a material adverse effect on the
business of the Company and its subsidiaries taken as a whole (such
counsel being entitled to rely in respect of the opinion in this
clause (iv) with respect to subsidiaries upon opinions (in form and
substance reasonably satisfactory to the Representatives) of
counsel for the subsidiaries, such counsel being acceptable to
counsel for the Underwriters, copies of which shall be furnished to
the Representatives, provided that such counsel shall state that he
believes that he is justified in relying upon such opinions);
10
(v) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or
any of their properties is required for the issue and sale of the
Securities, or the consummation by the Company of the other
transactions contemplated by this Agreement, the Pricing Agreement,
the Indenture, or any Delayed Delivery Contract, except such as may
be required under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications
as may be required under "blue sky" or state securities laws or
insurance laws in connection with the purchase and distribution of
the Securities by the Underwriters;
(vi) The Pricing Agreement (including the provisions of this Agreement)
and any Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company;
(vii) The Indenture (a) has been duly authorized, executed and delivered
by the Company and (assuming the Indenture has been duly
authorized, executed and delivered by the Trustee) constitutes a
valid and legally binding instrument of the Company, enforceable
against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles;
(b) has been duly qualified under the Trust Indenture Act; and
(c) conforms in all material respects to the description thereof in
the Prospectus;
(viii) The Securities (a) have been duly authorized and, when executed and
authenticated pursuant to the Indenture and issued and delivered
against payment therefor pursuant to this Agreement and the Pricing
Agreement (or, in the case of any Contract Securities, pursuant to
the Delayed Delivery Contracts with respect thereto), will be duly
executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms and entitled to
the benefits of the Indenture, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights
and to general equity principles; (b) are in the form authorized in
or pursuant to the Indenture; and (c) conform in all material
respects to the description thereof in the Prospectus;
(ix) The Registration Statement is effective under the Act and, to the
best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or threatened by
the Commission;
(x) The Registration Statement, at the time it became effective, and as
amended or supplemented as of the date of the Pricing Agreement (or,
if the Company shall have elected to rely on Rule 434 under the Act,
as of the time the Term Sheet was filed with the Commission pursuant
to Rule 424(b) (7) under the Act) (other than the financial
statements and supporting schedules included therein and the
Form T-1, as to which no opinion or belief need be expressed),
appeared on its face to be appropriately responsive in all material
respects to the applicable requirements of the Act, the Trust
Indenture Act and the respective rules and regulations of the
Commission thereunder; and
(xi) The Company is not, and after giving effect to the issue and sale
of the Securities will not be, an "investment company" as such term
is defined in the Investment Company Act.
In addition, such opinion shall also contain a statement that no facts have
come to such counsel's attention that leads him to believe that the Registration
Statement (other than the financial statements and supporting schedules and
other financial data included therein or omitted therefrom and the
11
Form T-1, as to which such counsel need not express any comment), at the time it
became effective, and if an amendment to the Registration Statement or an annual
report on Form 10-K has been filed by the Company with the Commission subsequent
to the effectiveness of the Registration Statement, then at the time each such
amendment became effective and the most recent such Form 10-K was filed, and as
of the date of the Pricing Agreement, contained an 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 or that the
Prospectus (other than the financial statements and supporting schedules and
other financial data included therein, as to which such counsel need not express
any comment) as amended or supplemented to reflect the terms of the offering of
the Securities by the Prospectus Supplement or Term Sheet, as the case may be,
and as amended or supplemented at the Time of Delivery, included or includes an
untrue statement of a material fact or omitted 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.
In rendering such opinion, such counsel may rely as to matters of New York
law upon the opinion or opinions of Sidley Austin Brown & Wood LLP (or other
counsel licensed to practice in the State of New York) referred to in subsection
5(b);
(d) At the Time of Delivery, the independent certified public accountants
who have audited the consolidated financial statements of the Company and
its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a
letter or letters dated such Time of Delivery, with respect to such
consolidated financial statements, in form and substance reasonably
satisfactory to the Representatives, to the effect set forth in Annex II
hereto;
(e) Since the execution of the Pricing Agreement and since the respective
dates as of which information is given in the Prospectus, there shall
have been no material adverse change, nor any development or event
involving a prospective material adverse change, in the business,
financial condition, or results of operations of the Company and its
subsidiaries taken as a whole, whether or not arising in the ordinary
course of business;
(f) At the Time of Delivery, the Underwriters' Securities shall have the
ratings accorded by Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services if and as specified in the Pricing Agreement. Subsequent
to the execution of the Pricing Agreement, no downgrading or withdrawal
shall have occurred in the rating accorded the Underwriters' Securities
or any of the Company's other debt securities by either Moody's Investors
Service, Inc. or Standard & Poor's Ratings Services;
(g) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery, a certificate or certificates of
the Company signed by the Chairman, the President or a Vice President of
the Company and by the chief financial officer or chief accounting
officer of the Company as to the accuracy of the representations and
warranties of the Company herein at and as of such Time of Delivery, as
to the performance by the Company of all of its obligations hereunder to
be performed at or prior to such Time of Delivery, and as to the matters
set forth in the first two clauses of subsection 5(a) and in subsection
5(e); and
(h) At the Time of Delivery, the Underwriters' Securities shall have been
approved for listing, subject only to official notice of issuance, if and
as specified in the Pricing Agreement.
Section 6. INDEMNIFICATION.
(a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, as
incurred, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
12
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, in
each case, as amended, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating,
preparing for or defending against any such action or claim, commenced or
threatened; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus, in each case,
as amended, in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives expressly for use therein; and provided, further, that
the Company shall not be liable to any Underwriter under the indemnity
agreement in this subsection (a) with respect to any Preliminary
Prospectus to the extent that any such loss, claim, damage or liability
of such Underwriter results from the fact that such Underwriter sold
Underwriters' Securities to a person to whom there was not sent or given,
at or prior to the written confirmation of such sale, a copy of the
Prospectus as then amended or supplemented (excluding documents
incorporated by reference therein) in any case where such delivery is
required by the Act if the Company has previously furnished copies
thereof to such Underwriter and the loss, claim, damage or liability of
such Underwriter results from an untrue statement or omission or alleged
untrue statement or omission of a material fact contained in the
Preliminary Prospectus which was corrected in the Prospectus (or the
Prospectus as amended or supplemented).
(b) Each Underwriter will severally indemnify and hold harmless the Company
against any losses, claims, damages or liabilities, as incurred, to which
the Company may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, in each case,
as amended, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement or the Prospectus, in
each case, as amended, in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Underwriter
through the Representatives expressly for use therein, and will reimburse
the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating, preparing for or defending
against any such action or claim, commenced or threatened.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement or threat of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement or threat thereof, but
the omission so to notify the indemnifying party shall not relieve it
from any liability hereunder to the extent it is not materially
prejudiced as a result thereof and in any event shall not relieve it from
any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be commenced or
threatened against any indemnified party and it shall notify the
indemnifying party of the commencement or threat thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish and so elect within a reasonable time after
receipt of such notification, jointly with any other indemnifying
13
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party
and it being understood that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys (provided that local counsel
may be retained to the extent necessary) for all such indemnified parties
(treating the indemnified party and the persons referred to in subsection
(e) below to which the provisions of this Section 6 shall extend as a
single indemnified party for such purpose)), and, after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. Whether or not the indemnifying party
elects to assume the defense of any action commenced or threatened in
accordance with this subsection (c), the indemnifying party shall not be
liable for any settlement of such action effected by the indemnified
party unless such settlement is effected with the prior written consent
of the indemnifying party.
(d) If the indemnification provided for in this Section 6 is unavailable to
or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages or liabilities
(or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) 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. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection
(c) above and the indemnifying party was materially prejudiced thereby or
the indemnified party is not entitled to receive the indemnification
provided for in subsection (a) above because of the second proviso
thereof, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Underwriters on the
other hand in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof), 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 shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company and the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth
on the cover of the Prospectus, or, if Rule 434 under the Act is used,
the corresponding location on the Term Sheet, bear to the aggregate
initial public offering price of such Securities as set forth on such
cover. The relative fault 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 on the one hand or
the Underwriters on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission, including, with respect to any Underwriter,
the extent to which such losses, claims, damages or liabilities (or
actions in respect thereof) with respect to any Preliminary Prospectus
result from the fact that such Underwriter sold Underwriters' Securities
to a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus as then
amended or supplemented
14
(excluding documents incorporated by reference) in any case where such
delivery is required by the Act, if the Company has previously furnished
copies thereof to such Underwriter and the loss, claim, damage or
liability results from an untrue statement or omission or alleged untrue
statement or omission of a material fact contained in the Preliminary
Prospectus which was corrected in the Prospectus (or the Prospectus as
amended or supplemented). The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
subsection (d) 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 which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating, preparing for or defending against any such action or
claim. Notwithstanding the provisions of this subsection (d), 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 which 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.
(e) The obligations of the Company under this Section 6 shall be in addition
to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act; and the obligations of the Underwriters
under this Section 6 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company
and to each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act. The
Underwriters' respective obligations to contribute pursuant to
Section 6(d) are several in proportion to the aggregate principal amount
of Securities set forth opposite their respective names in the Pricing
Agreement, and not joint.
Section 7. DEFAULT OF UNDERWRITERS.
(a) If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase under the
Pricing Agreement, the Representatives may in their discretion arrange
for themselves or another party or other parties to purchase such
Underwriters' Securities on the terms contained herein. If within
twenty-four hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Underwriters'
Securities, then the Company shall be entitled to a further period of
twenty-four hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such Underwriters'
Securities on such terms. In the event that, within the respective
prescribed periods, the Representatives notify the Company that they have
so arranged for the purchase of such Underwriters' Securities, or the
Company notifies the Representatives that it has so arranged for the
purchase of such Underwriters' Securities, the Representatives or the
Company shall have the right to postpone the Time of Delivery for such
Underwriters' Securities for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus
15
which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement and the
Pricing Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to the
Pricing Agreement.
(b) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by
the Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of such Underwriters' Securities which
remains unpurchased does not exceed ten percent of the aggregate
principal amount of the Securities, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the principal
amount of Underwriters' Securities which such Underwriter agreed to
purchase under the Pricing Agreement and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of the Securities which such Underwriter agreed to
purchase under the Pricing Agreement) of the Underwriters' Securities of
such defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default. The respective commitments of
the Underwriters for purposes of this Section shall be determined without
regard to reduction in the respective Underwriters' obligations to
purchase the principal amounts of the Securities set forth opposite their
names in Schedule I to the Pricing Agreement as a result of Delayed
Delivery Contracts, if any, entered into by the Company.
(c) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by
the Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of Underwriters' Securities which remains
unpurchased exceeds ten percent of the aggregate principal amount of the
Securities as determined as set forth in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Underwriters' Securities
of a defaulting Underwriter or Underwriters, then the Pricing Agreement
shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be
borne by the Company and the Underwriters as provided in Section 4 hereof
and the indemnity and contribution agreements in Section 6 hereof; but
nothing herein shall relieve a defaulting Underwriter from liability for
its default.
Section 8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Company and the several Underwriters, as set forth in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities. If the Pricing Agreement
shall be terminated pursuant to Section 7 hereof, the Company shall not then be
under any liability to any Underwriter except as provided in Section 4 and
Section 6 hereof; but, if for any other reason Underwriters' Securities are not
delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all reasonable
out-of-pocket expenses, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Underwriters' Securities, but the Company shall then be under no
further liability to any Underwriter with respect to the Securities except as
provided in Section 4 and Section 6 hereof.
Section 9. TERMINATION. The Representatives may terminate the Pricing
Agreement, immediately upon notice to the Company, at any time prior to the Time
of Delivery, if (i) there shall have been,
16
since the time of execution of the Pricing Agreement or since the respective
dates as of which information is given in the Prospectus, any material adverse
change or any development or event involving a prospective material adverse
change in the business, financial condition or results of operations of the
Company and its subsidiaries taken as a whole, whether or not arising in the
ordinary course of business; or (ii) trading in any securities of the Company
has been suspended or materially limited by the Commission or any national
securities exchange or quotation system on which the Company's securities are
listed or quoted; or (iii) there shall have occurred, since the date of the
Pricing Agreement, any of the following (A) a suspension or material limitation
in trading in securities generally on the New York Stock Exchange or any other
exchange on which application shall have been made to list the Securities, or
(B) a general moratorium on commercial banking activities in New York declared
by either Federal or New York State authorities, or (C) an outbreak or
escalation of hostilities or other national or international calamity or crisis,
if the effect of any such event specified in this clause (iii) in the reasonable
judgment of the Representatives makes it impracticable to proceed with the
public offering or the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus.
Section 10. PARTIES AND NOTICES.
(a) In all dealings hereunder, the Representatives shall act on behalf of
each of the Underwriters, and 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 such Representatives jointly or by such
of the Representatives, if any, as may be designated for such purpose in
the Pricing Agreement; and
(b) Unless otherwise provided herein, all statements, requests, notices and
agreements hereunder shall be in writing, or by telegram or facsimile
transmission, and if to the Underwriters shall be sufficient in all
respects if delivered or sent by first class U.S. mail to the
Representatives, as such, at the address of the Representatives
designated for such purpose as set forth in the Pricing Agreement; and if
to the Company shall be sufficient in all respects if delivered or sent
by first class U.S. mail to the Company c/o American General Corporation,
2929 Allen Parkway, A41-03, Houston, Texas 77019-2155, Attention:
Treasurer; provided, however, that any notice to an Underwriter pursuant
to Section 6(c) hereof shall be delivered or sent by first class U.S.
mail to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address
will be supplied to the Company by the Representatives upon request.
Section 11. SUCCESSORS. This Agreement and the Pricing Agreement shall be
binding upon, and inure solely to the benefit of the Underwriters, the Company
and, to the extent provided in Section 6 and Section 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 or the Pricing Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
Section 12. GOVERNING LAW. This Agreement and the Pricing Agreement shall
be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed in such State.
Section 13. COUNTERPARTS. The Pricing Agreement may be executed by any one
or more of the parties thereto 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.
17
ANNEX I
PRICING AGREEMENT
[Name of Representatives]
[Name of Co-Representative(s)]
As representatives of the several
Underwriters named in Schedule I hereto
[c/o Representatives]
[Address of Representative]
, 20
Dear Sirs:
American General Finance Corporation, an Indiana corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 333- ) and attached hereto (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the debt securities (the "Debt Securities") specified in
Schedule II hereto. Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of each of the Underwriters pursuant to Section 10
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 10 are set forth in Schedule II hereto.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Debt Securities set forth opposite the name of such
Underwriter in Schedule I hereto [, less the principal amount of Debt Securities
covered by Delayed Delivery Contracts, if any].
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting
1
Agreement incorporated herein by reference, shall constitute a binding agreement
between each of the Underwriters and the Company.
Very truly yours,
AMERICAN GENERAL FINANCE CORPORATION
By: ---------------------------------------
(Title)
Accepted as of the date hereof:
[Name of Representative Corporation]
By: --------------------------------------]
(Title)
[Name of Representative Partnership
- --------------------------------------------
(Name of Representative Partnership)]
On behalf of each of the Underwriters
2
SCHEDULE I
PRINCIPAL AMOUNT
OF DEBT SECURITIES
UNDERWRITER TO BE PURCHASED
- ----------- ------------------
[Names of Representatives].................................. $
[Names of other Underwriters]...............................
--------
Total....................................................... $
========
3
SCHEDULE II
TITLE OF DEBT SECURITIES: [ %] [Floating Rate] [Zero Coupon] Senior [Notes]
[Debentures] due
FORM OF DEBT SECURITIES: [Global Security-Book Entry] [Certificated] [Bearer]
AGGREGATE PRINCIPAL AMOUNT: $
[RATINGS: MOODY'S INVESTORS SERVICE, INC.
STANDARD & POOR'S RATINGS SERVICES ]
PRICE TO PUBLIC: % of the principal amount of the Debt Securities, plus
accrued interest[, if any,] from to [and accrued
amortization, if any, from to ]
PURCHASE PRICE BY % of the principal amount of the Debt Securities plus
UNDERWRITERS: accrued interest[, if any,] from to [and accrued
amortization, if any, from to ]
INDENTURE: Indenture dated as of May 1, 1999 between the Company and
Citibank, N.A., as Trustee.
TIME OF DELIVERY: [Time and date], 20 .
CLOSING LOCATION:
NAMES AND ADDRESSES OF Designated Representatives:
REPRESENTATIVES:
Address for Notices, etc.:
[SECURITIES EXCHANGE: Debt Securities to be listed on the [New York] Stock
Exchange]
[FILING DATE: Time and date Prospectus Supplement and/or Term Sheet to be
filed pursuant to Rule 424 (b) [if different than provided
in Section 3(a)]]
DELAYED DELIVERY: [None] [Underwriters' commission shall be % of the
principal amount of Debt Securities for which Delayed
Delivery Contracts have been entered into. Such commission
shall be payable to the order of .]
MATURITY:
INTEREST RATE: [ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES: [months and dates]
RECORD DATES: [months and dates]
REDEMPTION PROVISIONS: [No provisions for redemption]
[The Debt Securities may be redeemed, [otherwise than
through the sinking fund,] in whole or in part at the option
of the Company, in the amount of $ or an integral
multiple thereof, ]
[on or after , at the following redemption
prices (expressed in percentages of principal amount). If
[redeemed on or before , %, and if] redeemed during
the 12-month period beginning ,
YEAR REDEMPTION PRICE
4
and thereafter at 100% of their principal amount, together
in each case with accrued interest to the redemption date.]
[on any interest payment date falling on or after ,
, at the election of the Company, at a redemption
price equal to the principal amount thereof, plus accrued
interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory
redemption upon occurrence of certain events or redemption
for changes in tax law]
[Restriction on refunding]
REPAYMENT PROVISIONS: [None] [Debt Securities are repayable on ,
[insert date and year[s]], at the option of the holder, at
their principal amount with accrued interest.]
SINKING FUND PROVISIONS: [No sinking fund provisions]
[The Debt Securities are entitled to the benefit of a
sinking fund to retire $ principal amount of Debt
Securities on in each of the years through
at 100% of their principal amount plus accrued
interest] [, together with [cumulative] [non-cumulative]
redemptions at the option of the Company to retire an
additional $ principal amount of Debt Securities in
the years through at 100% of the principal
amount plus accrued interest.]
[IF DEBT SECURITIES ARE EXTENDIBLE SECURITIES, INSERT--
EXTENDIBLE PROVISIONS: Debt Securities are repayable on , [insert date
and years], at the option of the holder at their principal
amount with accrued interest.
Initial annual interest rate will be %, and thereafter
annual interest rate will be adjusted on , and
to a rate not less than % of the effective annual
interest rate on U.S. Treasury obligations with -year
maturities as of the [insert date 15 days prior to maturity
date] prior to such [insert maturity date].]
5
[IF DEBT SECURITIES ARE FLOATING RATE SECURITIES, INSERT--
FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [quarterly]
[semi-annually] [on each , , and ]
[to an annual rate of % above the average rate for
-year [month] [securities] [certificates of deposit]
by and [insert names of banks].] [and the annual
interest rate [thereafter] [from through ] will
be the interest yield equivalent of the weekly average per
annum market discount rate for -month Treasury bills
plus % of Interest Differential (the excess, if any, of
(i) then current weekly average per annum secondary market
yield for -month certificates of deposit over (ii)
then current interest yield equivalent of the weekly average
per annum market discount rate of -month Treasury
bills); [from and thereafter the rate will be the then
current interest yield equivalent plus % of Interest
Differential].]
[OTHER TERMS]*:]
- ------------------------
* A description of particular tax, accounting or other unusual features of the
Debt Securities should be set forth, or referenced to an ATTACHED AND
ACCOMPANYING description, if necessary to the Company's and Underwriters'
understanding of the transaction contemplated. Such a description might
appropriately be in the form in which such features will be described in the
Prospectus Supplement for the offering.
6
ANNEX II
Pursuant to subsection 5(d) of the Underwriting Agreement, the Underwriters
shall have received from the independent certified public accountants who have
audited the financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and Prospectus, one or
more letters, dated as of the Time of Delivery, each of which shall be to the
effect that they are independent auditors with respect to the Company within the
meaning of the Act and the applicable published rules and regulations thereunder
and which, when read together, shall be to the further effect that:
(i) In their opinion the consolidated financial statements audited by them
and included or incorporated by reference in the Registration Statement
and Prospectus, comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and
the related published rules and regulations thereunder;
(ii) On the basis of performing the procedures specified by the American
Institute of Certified Public Accountants for a review of interim
financial information as described in Statement on Auditing Standards
No. 71, INTERIM FINANCIAL INFORMATION, on any unaudited financial
statements included or incorporated by reference in the Registration
Statement and Prospectus, a reading of any other unaudited financial
statement data included or incorporated by reference in the
Registration Statement and Prospectus, a reading of the latest
available interim unaudited financial statements of the Company and its
subsidiaries ("Interim Financials"), if any, a reading of any unaudited
pro forma financial statements included or incorporated by reference in
the Registration Statement and Prospectus and a reading of the minutes
of the Company's shareholder's meetings, the meetings of the Board of
Directors, the Executive Committee of the Board of Directors and the
Terms and Pricing Committee of the Board of Directors since the end of
the most recent fiscal year with respect to which an audit report has
been issued and inquiries of and discussions with certain officials of
the Company who have responsibility for financial and accounting
matters with respect to the unaudited financial statements and any
other unaudited financial statement data included or incorporated by
reference in the Registration Statement and Prospectus, any Interim
Financials, and any unaudited pro forma financial statements included
or incorporated by reference in the Registration Statement and
Prospectus, and as to whether (1) as of a specified date not more than
three business days prior to the date of the letter, there was any
change in the consolidated capital stock or any increase in
consolidated long-term debt of the Company and its subsidiaries (except
for increases due to accretion of discount on original issue discount
securities, if any) or any decrease in the consolidated net assets of
the Company and its subsidiaries as compared with the amounts shown on
the most recent consolidated balance sheet of the Company and its
subsidiaries included or incorporated by reference in the Registration
Statement and Prospectus (the "Recent Balance Sheet") or (2) during the
period, if any, from the date of the Recent Balance Sheet to the date
of the most recent balance sheet included in the Interim Financials
(the "Interim Period") there was any decrease, as compared with the
corresponding period in the preceding year, in consolidated total
revenues or in consolidated net income of the Company and its
subsidiaries, or (3) during the period from the date of the Recent
Balance Sheet to a specified date not more than three business days
prior to the date of the letter there was any decrease, as compared
with the corresponding period in the preceding year, in consolidated
total revenues or in consolidated net income of the Company and its
subsidiaries, which reading, inquiries and discussions would not
necessarily reveal changes in the financial position or results of
operations or inconsistencies in the application of generally accepted
accounting principles or other matters of significance with respect to
the following, nothing came to their attention that caused them to
believe that (A) any material modifications should be made to the
unaudited
1
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and Prospectus
for them to be in conformity with generally accepted accounting
principles or that such unaudited financial statements do not comply as
to form in all material respects with the applicable accounting
requirements of the Exchange Act and the related published rules and
regulations thereunder, (B) the Interim Financials, if any, are not
stated on a basis substantially consistent with that of the audited
consolidated financial statements included or incorporated by reference
in the Registration Statement and Prospectus, (C) any other unaudited
financial statement data included or incorporated by reference in the
Registration Statement and Prospectus do not agree with the
corresponding items in the unaudited financial statements from which
such data were derived or any such unaudited financial statement data
were not determined on a basis substantially consistent with the
corresponding amounts in the audited financial statements included or
incorporated by reference in the Registration Statement and Prospectus,
(D) any unaudited pro forma financial statements included or
incorporated by reference in the Registration Statement and Prospectus
do not comply as to form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X or the pro
forma adjustments have not been properly applied to the historical
amounts in the compilation of those statements, (E)(1) as of the date
of the Interim Financials, if any, and as of a specified date not more
than three business days prior to the date of the letter, there was any
change in the consolidated capital stock or any increase in
consolidated long-term debt of the Company and its subsidiaries (except
for increases due to accretion of discount on original issue discount
securities, if any) or any decrease in the consolidated net assets of
the Company and its subsidiaries as compared with the amounts shown on
the Recent Balance Sheet or (2) during any Interim Period, there was
any decrease, as compared with the corresponding period in the
preceding year, in consolidated total revenues or in consolidated net
income of the Company and its subsidiaries, or (3) during the period
from the date of the Recent Balance Sheet to a specified date not more
than three business days prior to the date of the letter there was any
decrease, as compared with the corresponding period in the preceding
year, in consolidated total revenues or in consolidated net income of
the Company and its subsidiaries except in each such case for (1),
(2) and (3) as set forth in or contemplated by the Registration
Statement and Prospectus or except for such exceptions as may be
enumerated in such letter; and
(iii) In addition to the limited procedures referred to in clause (ii) above,
they have carried out certain other specified procedures, not
constituting an audit, with respect to certain amounts, percentages and
financial information which are derived from the general financial and
accounting records of the Company and its subsidiaries, which are
included or incorporated by reference in the Registration Statement and
Prospectus and which are specified by the Representatives and have
compared such amounts, percentages and financial information with the
financial and accounting records of the Company and its subsidiaries
and have found them to be in agreement.
2
ANNEX III
DELAYED DELIVERY CONTRACT
, 20
AMERICAN GENERAL FINANCE CORPORATION
c/o [Name and address of appropriate
Representatives]
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from American General Finance
Corporation (hereinafter called the "Company"), and the Company agrees to sell
to the undersigned,
[$
principal amount] of the Company's [Title of Securities] (the "Securities"),
offered by the Company's Prospectus dated , 20 , as amended or supplemented by
the Prospectus Supplement dated , 20 , receipt of a copy of which
is hereby acknowledged, at a purchase price of [% of the principal amount
thereof] [, plus accrued interest, if any, from the date from which interest
accrues as set forth below,][and accrued amortization, if any, from [ ] [the
date from which interest accrues as set forth below][to the Delivery Date] and
on the further terms and conditions set forth in this contract.
[The undersigned will purchase the Securities from the Company on ,
20 (the "Delivery Date") and interest on the Securities so purchased will
accrue from , 20 .]
[The undersigned will purchase the Securities from the Company on the
delivery date or dates and in the principal amount or amounts set forth below:
[DATE FROM WHICH
DELIVERY DATE PRINCIPAL AMOUNT INTEREST ACCRUES
- ------------- ---------------- ------------------
, 20 ....................... $ , 20
, 20 ....................... $ , 20]
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
[the] [each] Delivery Date shall be made to the Company by wire transfer of
immediately available funds to a bank account specified by the Company, on [the]
[such] Delivery Date upon delivery to the undersigned of the Securities then to
be purchased by the undersigned in definitive form and 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 [three] full
business days prior to [the] [such] Delivery Date.
The obligation of the Company to make delivery of and accept payment for,
and the obligation of the undersigned to take delivery of and make payment for,
Securities on [the] [each] Delivery Date shall be subject only to the conditions
that (1) the purchase of the Securities to be made by the undersigned shall not
on [the] [such] Delivery Date be prohibited under the laws of any jurisdiction
to which the undersigned is subject, and (2) the Company shall have sold to the
Underwriters the total principal amount of the Securities less the principal
amount thereof covered by this and other similar contracts. The obligation of
the undersigned to take delivery of and make payment for Securities shall not be
affected by the failure of any purchaser to take delivery of and make payment
for Securities
1
pursuant to other contracts similar to this contract. The undersigned represents
and warrants that, as of the date of this contract, the undersigned is not
prohibited from purchasing the Securities hereby agreed to be purchased by it
under the laws of any jurisdiction to which the undersigned is subject.
Promptly after completion of the sale 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 opinions of counsel for the Company
delivered to the Underwriters in connection therewith.
This contract 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.
This contract may be executed by either 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.
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and that,
without limiting the foregoing, acceptances of such contracts need not be on a
first-come, first-served basis. If this contract 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 contract between the Company and the
undersigned when such counterpart is so mailed or delivered by the Company.
This contract shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to agreements made and to be performed
in such state.
Yours very truly,
--------------------------------------------
(Name of Purchaser
By ----------------------------------------
(Signature)
----------------------------------------
(Name and Title)
----------------------------------------
(Address)
Accepted 20,
AMERICAN GENERAL FINANCE CORPORATION
By ----------------------------------------
[Title]
2
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the Purchaser with
whom details of delivery on the Delivery Date may be discussed are as follows:
(Please type or print.)
TELEPHONE NO.
NAME (INCLUDING AREA CODE)
- ---- ---------------------------------------------
3