_______ TRUST PREFERRED SECURITIES
TRAVELERS CAPITAL ___
___% Trust Preferred Securities
(Liquidation amount $______ per Trust Preferred Security)
guaranteed to the extent set forth in the Prospectus
Supplement dated __________, 199 by
TRAVELERS GROUP INC.
UNDERWRITING AGREEMENT
_________, 199_
SMITH BARNEY INC.
[Co-Managers]
As Representative of the Several Underwriters
c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Travelers Capital ________ (the "Trust"), a statutory business trust
organized under the Business Trust Act (the "Delaware Act") of the State of
Delaware (Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C.
Section 3801 et seq.), proposes, upon the terms and conditions set forth herein,
to issue and sell ___% Trust Preferred Securities with an aggregate liquidation
amount equal to $__________ (the "Firm Preferred Securities") to the several
Underwriters named in Schedule I hereto (the "Underwriters"). The Trust also
proposes, upon the terms and conditions set forth herein and solely for the
purpose of covering over-allotments, to issue and sell to the Underwriters up to
an additional __________ ___% Trust Preferred Securities with an aggregate
liquidation amount equal to $___________ (the "Additional Preferred
Securities"). The Firm Preferred Securities and the Additional Preferred
Securities are hereinafter collectively referred to as the "Preferred
Securities."
The Preferred Securities and the Common Securities (as defined
herein) are to be issued pursuant to the terms of a declaration of trust, dated
as of ___________, 1997, as amended and restated as of ___________, 199_ (the
"Declaration"), among Travelers Group Inc., a Delaware corporation (the
"Company" and, together with the Trust, the "Offerors"), as sponsor, the
trustees named therein (the "TRV Trustees") and the holders from time to time of
undivided beneficial interests in the assets of the Trust. The Declaration is
qualified as an indenture under the Trust Indenture Act of 1939, as amended (the
"1939 Act"). Pursuant to the Declaration, the number of TRV Trustees will
initially be four. Two of the TRV Trustees (the "Regular Trustees") will be
persons who are employees or officers of, or affiliated with, the Company. The
third TRV Trustee will be a financial institution unaffiliated with the Company
that will serve as property trustee under the Declaration and as indenture
trustee with respect to the Preferred Securities for purposes of the 1939 Act
(the "Institutional Trustee"). The fourth TRV Trustee will be a financial
institution or an affiliate thereof which maintains a principal place of
business in the State of Delaware, meeting the requirements of the Delaware Act
(the "Delaware Trustee"). Initially, The Chase Manhattan Bank, a New York
banking association ("Chase"), will act as the Institutional Trustee and Chase
Manhattan Bank Delaware, a banking association with its principal place of
business in the State of Delaware, will act
as the Delaware Trustee until removed or replaced by the holder of the Common
Securities. The Preferred Securities will be guaranteed by the Company on a
subordinated basis with respect to distributions and payments upon liquidation,
redemption or otherwise (the "Guarantee") pursuant to the Preferred Securities
Guarantee Agreement dated as of ___________, 199_ (the "Guarantee Agreement")
between the Company and Chase, as Trustee (the "Guarantee Trustee"). The assets
of the Trust will consist of ____% Junior Subordinated Deferrable Interest
Debentures due ___________ (the "Subordinated Debentures") of the Company which
will be issued under an indenture, dated as of ___________, 199_ (the
"Indenture"), between the Company and Chase, as Trustee (the "Indenture
Trustee"). Under certain circumstances, the Subordinated Debentures will be
distributable to the holders of undivided beneficial interests in the assets of
the Trust. The Preferred Securities, the Guarantee and the Subordinated
Debentures are referred to herein as the "Securities."
The Offerors wish to confirm as follows their agreement with you and
the other several Underwriters on whose behalf you are acting, in connection
with the several purchases of the Preferred Securities by the Underwriters.
1. Registration Statement and Prospectus. The Offerors have prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Securities Act"), a registration statement on Form S-3 (File No. 333-______)
under the Securities Act (the "registration statement"), including a prospectus
subject to completion relating to the Securities. The term "Registration
Statement" as used in this Agreement means the registration statement (including
all financial schedules and exhibits), as amended at the time it becomes
effective, or, if the registration statement became effective prior to the
execution of this Agreement, as supplemented or amended prior to the execution
of this Agreement. If it is contemplated, at the time this Agreement is
executed, that a post-effective amendment to the registration statement will be
filed and must be declared effective before the offering of the Preferred
Securities may commence, the term "Registration Statement" as used in this
Agreement means the registration statement as amended by said post-effective
amendment. If an additional registration statement is prepared and filed with
the Commission in accordance with Rule 462(b) under the Securities Act (an
"Additional Registration Statement"), the term "Registration Statement" as used
in this Agreement includes the Additional Registration Statement. The term "Base
Prospectus" as used in this Agreement means the prospectus in the form included
in the Registration Statement. The term "Prospectus" as used in this Agreement
means the Base Prospectus together with the prospectus supplement or supplements
relating to the Preferred Securities filed with the Commission pursuant to Rule
424(b) under the Securities Act. The term "Prepricing Prospectus" as used in
this Agreement means the prospectus supplement subject to completion relating to
the Preferred Securities together with the Base Prospectus as such prospectus
shall have been amended from time to time prior to the date of such prospectus
supplement and filed with the Commission pursuant to Rule 424(b) under the
Securities Act. Any reference in this Agreement to the registration statement,
the Registration Statement, any Prepricing Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Form S-3 under the Securities Act, as of the date of the
registration statement, the Registration Statement, such Prepricing Prospectus
or the Prospectus, as the case may be, and any reference to any amendment or
supplement to the registration statement, the Registration Statement, any
Prepricing Prospectus or the Prospectus shall be deemed to refer to and include
any documents filed after such date under the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") which, upon filing, are incorporated by
reference therein, as required by Form S-3. As used herein, the term
"Incorporated Documents" means the documents which at the time are incorporated
by reference in the registration statement, the Registration Statement, any
Prepricing Prospectus, the Prospectus, or any amendment or supplement thereto.
2. Agreements to Sell and Purchase. The Trust hereby agrees, subject
to all the terms and conditions set forth herein, to issue and sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Offerors herein contained and subject to all the terms and
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conditions set forth herein each Underwriter agrees, severally and not jointly,
to purchase from the Trust, at a purchase price of $___________ per Firm
Preferred Security, plus accrued distributions, if any, from ___________, 199_,
the number of Firm Preferred Securities set forth opposite the name of such
Underwriter in Schedule I hereto (or such number of Firm Preferred Securities
increased as set forth in Section 10 hereof).
The Company agrees that, in view of the fact that the proceeds of
the sale of the Preferred Securities will be invested in the Subordinated
Debentures, it shall pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the investment of the proceeds therein, on
the Closing Date, $___________ per Firm Preferred Security.
The Trust also agrees, subject to all the terms and conditions set
forth herein, to sell to the Underwriters, and upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, the Underwriters shall
have the right to purchase from the Company pursuant to an option (the
"over-allotment option") which may be exercised at any one time prior to 9:00
P.M., New York City time, on the 30th day after the date of the Prospectus (or,
if such 30th day shall be a Saturday or Sunday or a holiday, on the next
business day thereafter when the New York Stock Exchange is open for trading),
up to ___________ Additional Preferred Securities at the same purchase price as
the Firm Preferred Securities, plus accrued distributions, if any, from
___________, 199_. Upon exercise of the over-allotment option, each Underwriter,
severally and not jointly, agrees to purchase that number of Additional
Preferred Securities (subject to such adjustments as you may determine in order
to avoid fractional shares) which bears the same proportion to the aggregate
number of Additional Preferred Securities to be purchased by the Underwriters as
the number of Firm Preferred Securities set forth opposite the name of such
Underwriter bears in Schedule I hereto (or such number of Firm Preferred
Securities increased as set forth in Section 10 hereof) to the aggregate number
of Firm Preferred Securities. The Company agrees that it will pay Underwriters'
Compensation on the Option Closing Date in the amounts per Preferred Security
set forth in the immediately preceding paragraph with respect to any Additional
Preferred Securities purchased by the Underwriters.
3. Terms of Public Offering. The Offerors have been advised by you
that the Underwriters propose to make a public offering of their respective
portions of the Preferred Securities as soon as the Underwriters deem advisable
after the Registration Statement has become effective, this Agreement has been
executed and delivered, and the Declaration, the Guarantee Agreement and the
Indenture have been qualified under the 1939 Act. The entire proceeds from the
sale of the Preferred Securities will be combined with the entire proceeds from
the sale by the Trust to the Company of its common securities (the "Common
Securities"), and will be used by the Trust to purchase an equivalent amount of
the Subordinated Debentures.
4. Delivery of the Preferred Securities and Payment Therefor.
Delivery to the Underwriters of and payment for the Firm Preferred Securities
shall be made at the office of Smith Barney Inc., 388 Greenwich Street, New
York, New York 10013, at 8:30 A.M., New York City time, on ___________, 199_
(the "Closing Date"). The place of closing for the Preferred Securities and the
Closing Date may be varied by agreement between you and the Company.
Delivery to the Underwriters of and payment for any Additional
Preferred Securities to be purchased by the Underwriters shall be made at the
aforementioned office of Smith Barney Inc. at such time on such date (the
"Option Closing Date"), which may be the same as the Closing Date but shall in
no event be earlier than the Closing Date nor earlier than two nor later than
ten business days after the giving of the notice hereinafter referred to, as
shall be specified in a written notice from you to the Offerors of the
Underwriters' determination to purchase the number of Additional Preferred
Securities specified in such notice. The place of closing for any Additional
Preferred Securities and the Option Closing Date for such Additional Preferred
Securities may be varied by agreement between you and the Offerors.
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The Firm Preferred Securities and any Additional Preferred
Securities which the Underwriters may elect to purchase shall be delivered to
you for the accounts of the several Underwriters registered in the name of CEDE
& CO., as nominee for the Depository Trust Company, against payment of the
purchase price therefor in immediately available funds. The Preferred Securities
to be delivered to the Underwriters shall be made available to you in New York
City for inspection and packaging not later than 9:30 A.M., New York City time,
on the business day next preceding the Closing Date or the Option Closing Date,
as the case may be.
5. Agreements of the Offerors. The Offerors jointly and severally
agree with the several Underwriters as follows:
(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
(or any Additional Registration Statement) to be declared or to become effective
before the offering of the Securities may commence, the Offerors will endeavor
to cause the Registration Statement or such post-effective amendment to become
effective as soon as possible and will advise you promptly and, if requested by
you, will confirm such advice in writing, when the Registration Statement or
such post-effective amendment (or any Additional Registration Statement) has
become effective.
(b) The Offerors will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Securities
for offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of the happening of any event which makes any statement of a material
fact made in the Registration Statement or the Prospectus (as then amended or
supplemented) untrue or which requires the making of any additions to or changes
in the Registration Statement or the Prospectus (as then amended or
supplemented) in order to state a material fact required by the Securities Act
or the regulations thereunder to be stated therein or necessary in order to make
the statements therein not misleading, or of the necessity to amend or
supplement the Prospectus (as then amended or supplemented) to comply with the
Securities Act or any other law. If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, the
Offerors will make every reasonable effort to obtain the withdrawal of such
order at the earliest possible time.
(c) The Offerors will furnish to you, without charge, (i)
___________ copies (which may be photocopies) of the registration statement as
originally filed with the Commission via EDGAR and of each amendment thereto so
filed, including financial statements and all exhibits to the registration
statement, and will furnish you with an equal number of copies of executed
signature pages regarding the same, (ii) such number of conformed copies of the
registration statement as originally filed and of each amendment thereto, but
without exhibits, as you may reasonably request and (iii) such number of copies
of the Declaration, the Guarantee and the Indenture and of the Incorporated
Documents, as you may reasonably request.
(d) Prior to the end of the period of time referred to in the first
sentence in subsection (f) below, the Offerors will not file any amendment to
the Registration Statement or any Additional Registration Statement or make any
amendment or supplement to the Prospectus to which you shall reasonably object
or file any Form 8-K which upon filing becomes an Incorporated Document and of
which you shall not previously have been advised (other than Form 8-Ks filed in
connection with debt offerings by the Company).
(e) Prior to the execution and delivery of this Agreement, the
Offerors have delivered to you, without charge, in such quantities as you have
reasonably requested, copies of each Prepricing
4
Prospectus. The Offerors consent to the use, in accordance with the provisions
of the Securities Act and with the securities or Blue Sky laws of the
jurisdictions in which the Preferred Securities are offered by the several
Underwriters and by dealers, prior to the date of the Prospectus, of each
Prepricing Prospectus so furnished by the Offerors.
(f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a Prospectus is required by the Securities Act to
be delivered in connection with sales by any Underwriter or dealer, the Offerors
will expeditiously deliver to each Underwriter and each dealer, without charge,
as many copies of the Prospectus (and of any amendment or supplement thereto) as
you may reasonably request. The Offerors' consent to the use of the Prospectus
(and of any amendment or supplement thereto) in accordance with the provisions
of the Securities Act and with the securities or Blue Sky laws of the
jurisdictions in which the Preferred Securities are offered by the several
Underwriters and by all dealers to whom Preferred Securities may be sold, both
in connection with the offering and sale of the Preferred Securities and for
such period of time thereafter as the Prospectus is required by the Securities
Act to be delivered in connection with sales by any Underwriter or dealer. If
during such period of time any event shall occur that in the judgment of the
Offerors or in the opinion of counsel for the Underwriters is required to be set
forth in the Prospectus (as then amended or supplemented) or should be set forth
therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus (or to file under the Exchange Act any
document which, upon filing, becomes an Incorporated Document) in order to
comply with the Securities Act or any other law, the Offerors will forthwith
prepare and, subject to the provisions of paragraph (d) above, file with the
Commission an appropriate supplement or amendment thereto (or to such document),
and will expeditiously furnish to the Underwriters and dealers a reasonable
number of copies thereof.
(g) The Offerors will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the
Securities for offering and sale by the several Underwriters and by dealers
under the securities or Blue Sky laws of such jurisdictions as you may designate
and will file such consents to service of process or other documents necessary
or appropriate in order to effect such registration or qualification; provided
that in no event shall the Company or the Trust be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action which would subject it to service of process in suits, other than those
arising out of the offering or sale of the Preferred Securities, in any
jurisdiction where it is not now so subject.
(h) The Offerors will make generally available to the Trust's
security holders a consolidated earnings statement, which need not be audited,
covering a twelve-month period commencing after the effective date of the
Registration Statement and ending not later than 15 months thereafter, as soon
as practicable after the end of such period, which consolidated earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(i) During the period of three years hereafter (i) the Company will
furnish to you, upon your request (x) as soon as available, a copy of each
report of the Company mailed to stockholders and a copy of each Annual Report on
Form 10-K, each quarterly report on Form 10-Q and each current report on Form
8-K filed by the Company with the Commission under the Exchange Act and (y) from
time to time such other information concerning the Company as you may reasonably
request, and (ii) the Trust will furnish to you, upon your request, a copy of
each report of the Trust mailed to holders of Preferred Securities or Common
Securities.
(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 10 hereof or by notice given by you terminating this
Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement
shall be terminated by the Underwriters because of any failure or refusal on the
part of the Offerors to comply with the terms or fulfill any of the conditions
of this Agreement, the Company agrees to reimburse
5
the Representatives for all reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel for the Underwriters) incurred by you in
connection herewith.
(k) The Trust will apply the net proceeds from the sale of the
Preferred Securities, and the Company will apply the net proceeds from the sale
of the Subordinated Debentures, substantially in accordance with the description
set forth in the Prospectus.
(l) The Offerors will timely file the Prospectus pursuant to Rule
424(b) under the Securities Act.
(m) Each of the Trust and the Company agree, during the period
beginning on the date of this Agreement and continuing to and including the date
that is 60 days after the Closing Date, not to offer, sell, contract to offer,
sell or otherwise dispose of any preferred securities or any other securities
(including any backup undertakings for such securities) of the Company or of the
Trust, in each case that are substantially similar to the Preferred Securities,
or any securities convertible into or exchangeable for the Preferred Securities
or such substantially similar securities of either the Trust or the Company,
except Preferred Securities offered pursuant to the Base Prospectus, without the
prior written consent of Smith Barney Inc.
(n) Except as stated in this Agreement and in the Prepricing
Prospectus and Prospectus, the Company has not taken, nor will it take, directly
or indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Preferred
Securities to facilitate the sale or resale of the Preferred Securities.
6. Representations and Warranties of the Offerors. The Offerors
jointly and severally represent and warrant to, and agree with, each Underwriter
that:
(a) The Prepricing Prospectus dated ___________, 19__ complied in
all material respects with the provisions of the Securities Act. The Commission
has not issued any order preventing or suspending the use of any Prepricing
Prospectus.
(b) The registration statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective, any Additional Registration Statement
when filed with the Commission pursuant to Rule 462(b) under the Securities Act
and the Prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Securities Act complied or will comply in
all material respects with the provisions of the Securities Act and will not at
any such times 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, except that this representation and warranty does not
apply to statements in or omissions from the registration statement or the
Prospectus made in reliance upon and in conformity with (i) information relating
to any Underwriter furnished to the Offerors in writing by or on behalf of any
Underwriter through you expressly for use therein, or (ii) the Statement of
Eligibility and Qualification (Form T-1) under the 1939 Act of each of the
Institutional Trustee, the Guarantee Trustee and the Indenture Trustee.
(c) The Incorporated Documents heretofore filed, when they were
filed (or, if any amendment with respect to any such document was filed, when
such amendment was filed), conformed in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder, any
further Incorporated Documents so filed will, when they are filed, conform in
all material respects with the requirements of the Exchange Act and the rules
and regulations thereunder; no such document when it was filed (or, if an
amendment with respect to any such document was filed, when such amendment was
filed), contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading; and no such further
6
document, when it is filed, will contain an untrue statement of a material fact
or will omit to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading.
(d) The execution and delivery of, and the performance by the
Company and the Trust of their respective obligations under this Agreement have
been duly and validly authorized by the Company and the Trust, respectively, and
this Agreement has been duly executed and delivered by the Company and the
Trust.
(e) The Preferred Securities have been duly and validly authorized
by the Declaration and, when executed by the Trust and authenticated by the
Institutional Trustee in accordance with the Declaration and delivered to you
against payment therefor in accordance with the terms hereof, will be validly
issued and (subject to the terms of the Declaration) will be fully paid and
non-assessable undivided beneficial interests in the assets of the Trust, will
be entitled to the benefits of the Declaration and will conform to all
statements relating thereto contained in the Registration Statement and the
Prospectus, and any amendment or supplement thereto; the issuance of the
Preferred Securities is not subject to preemptive or other similar rights;
holders of Preferred Securities will be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
under the General Corporation Law of the State of Delaware; and the Preferred
Securities have been registered under the Exchange Act and authorization for
listing the Preferred Securities on the New York Stock Exchange has been given,
subject to notice of official issuance.
(f) The Declaration has been duly and validly authorized by the
Company and, at the Closing Date, will have been duly executed and delivered by
the Company and the Regular Trustees, and assuming due execution and delivery by
the Institutional Trustee and the Delaware Trustee, the Declaration will be a
valid and legally binding obligation of the Company and the Regular Trustees,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); and the
Declaration has been (or will have been) duly qualified under the 1939 Act and
conforms to the description thereof in the Registration Statement and the
Prospectus, and any amendment or supplement thereto.
(g) The Guarantee has been duly and validly authorized by the
Company and, at the Closing Date, will have been duly executed and delivered by
the Company, and assuming due execution and delivery by the Guarantee Trustee,
the Guarantee will be a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); and the
Guarantee has been (or will have been) duly qualified under the 1939 Act and
conforms to the description thereof in the Registration Statement and the
Prospectus, and any amendment or supplement thereto.
(h) The Indenture has been duly and validly authorized by the
Company and, at the Closing Date, will have been duly executed and delivered by
the Company, and assuming due execution and delivery by the Indenture Trustee,
the Indenture will be a valid and binding obligation of the Company, enforceable
in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity); and the Indenture has been
(or will have been) duly qualified under the 1939 Act and conforms to the
description thereof in the Registration Statement and the Prospectus, and any
amendment or supplement thereto.
(i) The Subordinated Debentures have been duly and validly
authorized by the Company and, when authenticated by the Indenture Trustee in
the manner provided for in the Indenture and issued in accordance with the
Indenture and delivered to the Trust against payment therefor as described in
the Registration Statement and the Prospectus, and any amendment or supplement
thereto, will be valid
7
and legally binding obligations of the Company, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors' rights generally, and
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), and will be in the form contemplated by,
and entitled to the benefits of, the Indenture and conform to the description
thereof in the Registration Statement and the Prospectus, and any amendment or
supplement thereto.
(j) The Trust has been duly created and is validly existing and in
good standing as a business trust under the Delaware Act with the power and
authority to own property and to conduct its business as described in the
Registration Statement and Prospectus, and any amendment or supplement thereto,
and to enter into and perform its obligations under this Agreement, the
Preferred Securities and the Declaration and is not required to be authorized to
do business in any other jurisdiction; the Trust is not a party to or otherwise
bound by any agreement other than those described in the Prospectus, and any
amendment or supplement thereto; the Trust will be classified as a grantor trust
and not as an association taxable as a corporation for U.S. federal income tax
purposes; and the Trust is and will be treated as a consolidated subsidiary of
the Company pursuant to generally accepted accounting principles.
(k) The Regular Trustees of the Trust are officers of the Company
and have been duly authorized by the Company to execute and deliver the
Declaration.
(l) The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Delaware with full corporate
power and authority to enter into and perform its obligations under this
Agreement, the Declaration, the Indenture, the Guarantee and the Subordinated
Debentures, and to purchase, own and hold the Common Securities issued by the
Trust.
(m) The consolidated historical and pro forma financial statements,
together with related schedules and notes, included or incorporated by reference
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto), comply as to form in all material respects with the
requirements of the Securities Act. Such historical financial statements present
fairly the consolidated financial position of the Company and its subsidiaries
at the respective dates indicated and the results of their operations and their
cash flows for the respective periods indicated in accordance with generally
accepted accounting principles consistently applied throughout such periods. The
pro forma financial statements have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial statements
and have been properly compiled on the basis described therein, and the
assumptions used in the preparation thereof are, in the Company's opinion,
reasonable.
(n) The Offerors have not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Preferred Securities, will not distribute any offering materials in connection
with the offering and sale of the Preferred Securities other than the
Registration Statement, the Prepricing Prospectus, the Prospectus or other
materials, if any, permitted by the Securities Act.
(o) No holder of any security of the Company or the Trust has any
right to require registration of the Preferred Securities or of any other
security of the Company or the Trust because of the filing of the registration
statement or the consummation of the transactions contemplated by this
Agreement.
(p) Neither the Trust nor the Company is now, nor after giving
effect to the transactions contemplated hereby will be, and neither the Trust
nor the Company is controlled by, or acting on behalf of any person which is, an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.
7. Indemnification and Contribution. (a) Each of the Trust and the
Company jointly and severally agrees to indemnify and hold harmless each of you
and each other Underwriter and each
8
person, if any, who controls any Underwriter within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Prepricing
Prospectus or in the Registration Statement or the Prospectus or in any
amendment or supplement thereto, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or expenses arise out of or are based
upon any untrue statement or omission or alleged untrue statement or omission
which has been made therein or omitted therefrom in reliance upon and in
conformity with the information relating to such Underwriter furnished in
writing to the Offerors by or on behalf of any Underwriter through you expressly
for use in connection therewith; provided, however, that the indemnification
contained in this paragraph (a) with respect to any Prepricing Prospectus shall
not inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) to the extent that any such loss, claim, damage,
liability or expense arises from the sale of the Preferred Securities by such
Underwriter to any person if it shall be established that a copy of the
Prospectus shall not have been delivered or sent to such person within the time
required by the Securities Act and the regulations thereunder, and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact contained in such Prepricing Prospectus was corrected in the
Prospectus and such correction would have cured the defect giving rise to such
loss, claim, damage, liability or expense, provided that the Offerors have
delivered the Prospectus to the several Underwriters in requisite quantity on a
timely basis to permit such delivery or sending. The foregoing indemnity
agreement shall be in addition to any liability which the Trust or the Company
may otherwise have.
(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Trust or the Company, such Underwriter or
such controlling person shall promptly notify the Trust and the Company, and the
Trust or the Company shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless (i) the Trust or the Company has agreed in
writing to pay such fees and expenses, (ii) the Trust or the Company has failed
to assume the defense and employ counsel, or (iii) the named parties to any such
action, suit or proceeding (including any impleaded parties) include both such
Underwriter or such controlling person and the Trust or the Company, and such
Underwriter or such controlling person shall have been advised by its counsel
that representation of such indemnified party and the Trust or the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in
which case the Trust or the Company shall not have the right to assume the
defense of such action, suit or proceeding on behalf of such Underwriter or such
controlling person). It is understood, however, that the Trust and the Company
together shall, in connection with any one such action, suit or proceeding or
separate but substantially similar or related actions, suits or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Underwriters and controlling persons not having actual or potential
differing interests with you or among themselves, which firm shall be designated
in writing by Smith Barney Inc., and that all such fees and expenses shall be
reimbursed as they are incurred. The Trust and the Company shall not be liable
for any settlement of any such action, suit or proceeding effected without the
Company's written consent, but if settled with such written consent, or if there
be a final judgment for the plaintiff in any such action, suit or proceeding,
the Trust and the Company agree to indemnify and hold harmless any Underwriter,
to the extent provided in the preceding paragraph, and any such controlling
person from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.
9
(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Trust, the Company, the Company's directors, the Company's
officers and the TRV Trustees who sign the Registration Statement, and any
person who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Trust and the Company to each Underwriter, but only
with respect to information relating to such Underwriter furnished in writing by
or on behalf of such Underwriter through you expressly for use in the
Registration Statement, the Prospectus or any Prepricing Prospectus, or any
amendment or supplement thereto. If any action, suit or proceeding shall be
brought against the Trust, the Company, any of the Company's directors, any such
officer or trustee, or any such controlling person, based on the Registration
Statement, the Prospectus or any Prepricing Prospectus, or any amendment or
supplement thereto, and in respect of which indemnity may be sought against any
Underwriter pursuant to this paragraph (c), such Underwriter shall have the
rights and duties given to the Trust or the Company by paragraph (b) above
(except that if the Trust or the Company shall have assumed the defense thereof,
such Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof, but the fees and expenses of
such counsel shall be at such Underwriter's expense), and the Trust, the
Company, the Company's directors, any such officer or trustee, and any such
controlling person shall have the rights and duties given to the Underwriters by
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which the Underwriters may otherwise have.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Trust and the Company on the one hand and the Underwriters on the other hand
from the offering of the Preferred Securities, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Trust and the Company
on the one hand and the Underwriters on the other in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Trust and the Company on the one hand and
the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Trust bear to the total Underwriting Compensation received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Trust and the Company on the one hand and
the Underwriters on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Offerors on the one hand or by 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.
(e) The Trust, the Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 7 were
determined by a pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price of the Preferred Securities underwritten by it and distributed 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 Securities Act)
shall be entitled to contribution from any person who was
10
not guilty of such fraudulent misrepresentation. The Underwriters' obligations
to contribute pursuant to this Section 7 are several in proportion to the
respective numbers of Preferred Securities set forth opposite their names in
Schedule I hereto (or such numbers of Preferred Securities increased as set
forth in Section 10 hereof) and not joint.
(f) No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement, compromise or consent relating
to any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement, compromise
or consent (i) includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault
or culpability by or on behalf of any indemnified party.
(g) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Trust and the Company set forth in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Trust, the Company, the Company's directors or
officers, the TRV Trustees, or any person controlling the Company, (ii)
acceptance of any Preferred Securities and payment therefor hereunder, and (iii)
any termination of this Agreement. A successor to any Underwriter or any person
controlling any Underwriter, or to the Trust, the Company, the Company's
directors or officers, the TRV Trustees, or any person controlling the Company,
shall be entitled to the benefits of the indemnity, contribution, and
reimbursement agreements contained in this Section 7.
8. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters to purchase and pay for the Securities as provided herein
shall be subject to the accuracy, as of the date of this Agreement and the
Closing Date (as if made at the Closing Date), of the representations and
warranties of the Offerors herein, to the performance by the Offerors of their
obligations hereunder, and to the following additional conditions:
(a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
(or an Additional Registration Statement) to be declared or to become effective
before the offering of the Preferred Securities may commence, the registration
statement or such post-effective amendment or Additional Registration Statement
shall have become effective not later than 5:30 P.M., New York City time, on the
date hereof, or at such later date and time as shall be consented to in writing
by you, and all filings, if any, required by Rules 424 and 430A under the
Securities Act shall have been timely made; and no stop order suspending the
effectiveness of the registration statement shall have been issued and no
proceeding for that purpose shall have been instituted or, to the knowledge of
the Offerors or any Underwriter, threatened by the Commission, and any request
of the Commission for additional information (to be included in the registration
statement or the Prospectus or otherwise) shall have been complied with to your
satisfaction.
(b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, in or affecting the business or properties of the Company or its
subsidiaries which, in the judgment of a majority in interest of the
Underwriters, including the Representatives, materially impairs the investment
quality of the Preferred Securities, or (ii) any event or development relating
to or involving the Company or any officer or director of the Company which
makes any statement made in the Prospectus untrue or which, in the opinion of
the Company and its counsel or the Underwriters and their counsel, requires the
making of any addition to or change in the Prospectus in order to state a
material fact required by the Securities Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing
11
the Prospectus to reflect such event or development would, in your opinion, as
Representatives of the several Underwriters, materially adversely affect the
market for the Preferred Securities.
(c) You shall have received an opinion, dated the Closing Date, of
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Offerors,
substantially in the form attached hereto as Exhibit A. Insofar as such opinion
involves factual matters, such counsel may rely, to the extent such counsel
deems proper, upon certificates of officers of the Company, its subsidiaries and
the Trust and certificates of public officials.
(d) You shall have received an opinion, dated the Closing Date, of
Charles O. Prince, III, Esq., Executive Vice President and General Counsel of
the Company, substantially in the form attached hereto as Exhibit B.
(e) You shall have received an opinion, dated the Closing Date, of
Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to the Company and
the Trust, substantially in the form attached hereto as Exhibit C.
(f) You shall have received an opinion, dated the Closing Date, of
Seward & Kissel, counsel to Chase, substantially in the form attached hereto as
Exhibit D.
(g) You shall have received an opinion, dated the Closing Date, of
Dewey Ballantine, counsel for the Underwriters, substantially in the form
attached hereto as Exhibit E.
(h) The Company and the Trust shall each have furnished to you a
certificate, dated the Closing Date, and, in the case of the Company, signed by
the Chairman of the Board, any Vice Chairman, the President, any Executive Vice
President, any Vice President, the Treasurer or Firoz B. Tarapore, a Deputy
Treasurer of the Company, and the principal financial or accounting officer of
the Company and, in the case of the Trust, signed by one of the Regular Trustees
to the effect that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company or the
Trust, as the case may be, in this Agreement are true and correct on and
as of the Closing Date with the same effect as if made on the Closing
Date, and the Company or the Trust, as the case may be, has complied in
all material respects with all the agreements and satisfied all the
conditions on its part to be performed or satisfied by it hereunder at or
prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
Registration Statement has been issued, and no proceedings for that
purpose have been instituted or, to their knowledge, threatened;
(iii) the Registration Statement, including any supplements or
amendments thereto, does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; the Prospectus,
including any supplements or amendments thereto, does not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and since the effective date of the Registration Statement
there has not occurred any event concerning which information is required
to be contained in an amended or supplemented Prospectus concerning which
such information is not contained therein; and
(iv) there have been no material adverse changes in the
general affairs of the Company and its subsidiaries taken as a whole or
the Trust, as the case may be, or in the financial
12
position as shown by information contained in the Registration Statement
and the Prospectus, other than changes disclosed in or contemplated by the
Registration Statement and the Prospectus.
(i) You shall have received on the Closing Date a letter from KPMG
Peat Marwick LLP, dated the Closing Date, substantially in the form heretofore
approved by you.
(j) On or after the date of this Agreement no downgrading shall have
occurred in the rating accorded the Preferred Securities or the Company's debt
securities by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Securities Act).
(k) The Preferred Securities shall have been registered under the
Exchange Act and shall have been listed or approved for listing, upon notice of
issuance, on the New York Stock Exchange.
(l) Prior to the Closing Date, the Company shall have furnished to
you such further information, certificates and documents as you may reasonably
request.
The obligations of the Underwriters to purchase any Additional
Preferred Securities hereunder are subject to the satisfaction on and as of any
Option Closing Date of the conditions set forth in this Section 8, except that,
if any Option Closing Date is other than the Closing Date, the certificates,
opinions and letters referred to in this Section 8 shall be dated the Option
Closing Date and shall be revised to reflect the sale of the Additional
Preferred Securities.
9. Expenses. The Company agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it and
by the Trust of its and the Trust's respective and joint obligations hereunder:
(i) the preparation, printing or reproduction, and filing (including filing
fees) with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the Prospectus,
each amendment or supplement to any of them, this Agreement, the Declaration,
the Guarantee, the Indenture and the Statement of Eligibility and Qualification
of each of the Institutional Trustee, the Guarantee Trustee and the Indenture
Trustee; (ii) the printing (or reproduction) and delivery (including postage,
air freight charges and charges for counting and packaging) of such copies of
the registration statement, each Prepricing Prospectus, the Prospectus, the
documents incorporated by reference in the Registration Statement, and all
amendments or supplements to any of them, as may be reasonably requested for use
in connection with the offering and sale of the Preferred Securities; (iii) the
preparation, printing (or reproduction), execution and delivery of the
Declaration, the Guarantee and the Indenture and the preparation, printing,
authentication, issuance and delivery of the Securities, including any stamp
taxes in connection with the original issuance and sale of the Preferred
Securities; (iv) the printing (or reproduction) and delivery of this Agreement,
the preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Preferred Securities; (v) the registration of the Securities under the
Exchange Act and the listing of the Preferred Securities on the New York Stock
Exchange; (vi) the registration or qualification of the Securities for offer and
sale under the securities or Blue Sky laws of the several states as provided in
Section 5(g) hereof (including the reasonable fees, expenses and disbursements
of counsel for the Underwriters relating to the preparation, printing (or
reproduction), and delivery of the preliminary and supplemental Blue Sky
Memoranda and such registration and qualification); (vii) the filing fees and
the reasonable fees and expenses of counsel for the Underwriters in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc.; (viii) the fees and expenses of the Institutional Trustee, the
Delaware Trustee, the Guarantee Trustee and the Indenture Trustee; (ix) the fees
and expenses associated with obtaining ratings for the Preferred Securities from
nationally recognized statistical rating organizations; (x) the transportation
and other expenses incurred by or on behalf of representatives of the Offerors
(other than the Underwriters and their representatives) in connection with
presentations to prospective purchasers of the Preferred Securities; and (xi)
the fees and expenses of the Company's accountants and the fees and expenses of
counsel (including local and special counsel) for the Offerors.
13
10. Effective Date of Agreement. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the registration statement or a post-effective amendment thereto or an
Additional Registration Statement to be declared effective before the offering
of the Preferred Securities may commence, when notification of the effectiveness
of the registration statement or such post-effective amendment has been released
by the Commission or, in the case of an Additional Registration Statement, upon
the filing of such Additional Registration Statement. Until such time as this
Agreement shall have become effective, it may be terminated by the Company or
the Trust, by notifying you, or by you, as Representatives of the several
Underwriters, by notifying the Offerors.
If any one or more of the Underwriters shall fail or refuse to
purchase Firm Preferred Securities which it or they are obligated to purchase
hereunder, and the aggregate number of Firm Preferred Securities which such
defaulting Underwriter or Underwriters are obligated but fail or refuse to
purchase is not more than one-tenth of the aggregate number of the Firm
Preferred Securities, each non-defaulting Underwriter shall be obligated,
severally, in the proportion which the number of Firm Preferred Securities set
forth opposite its name in Schedule I hereto bears to the aggregate number of
Firm Preferred Securities set forth opposite the names of all non-defaulting
Underwriters, to purchase the Firm Preferred Securities which such defaulting
Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If
any Underwriter or Underwriters shall fail or refuse to purchase Firm Preferred
Securities and the aggregate number of Firm Preferred Securities with respect to
which such default occurs is more than one-tenth of the aggregate number of the
Firm Preferred Securities and arrangements satisfactory to you and the Offerors
for the purchase of such Firm Preferred Securities by one or more non-defaulting
Underwriters or other party or parties approved by you and the Offerors are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Offerors. In any
such case which does not result in termination of this Agreement, either you or
the Offerors shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule I hereto who, with your approval and the approval of the Offerors,
purchases Firm Preferred Securities which a defaulting Underwriter is obligated,
but fails or refuses, to purchase.
Any notice under this Section 10 may be given by telegram, telecopy
or telephone but shall be subsequently confirmed by letter.
11. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Offerors, by notice to the Offerors, if prior to the Closing
Date or any Option Closing Date (if different from the Closing Date and then
only as to the Additional Preferred Securities) there shall have occurred: (i)
any suspension or limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on such exchange,
or any suspension of trading of any securities of the Company on any exchange or
in the over-the-counter market; (ii) any banking moratorium declared by Federal
or New York authorities; or (iii) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress or any other substantial national or international calamity or
emergency if, in the judgment of a majority in interest of the Underwriters,
including the Representatives, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Securities. Notice of
such termination may be given to the Company by telegram, telecopy or telephone
and shall be subsequently confirmed by letter.
12. Information Furnished by the Underwriters. The statements set
forth in the last paragraph on the cover page, the stabilization legend on the
third page, and the statements in the first paragraph, the seventh paragraph,
the ninth paragraph and the tenth paragraph under the caption
14
"Underwriting" in the Prospectus Supplement and the stabilization legend on the
third page in the Prospectus, constitute the only information furnished by or on
behalf of the Underwriters through you as such information is referred to in
Sections 6(b) and 7 hereof.
13. Miscellaneous. Except as otherwise provided herein, notice given
pursuant to any provision of this Agreement shall be in writing and shall be
delivered (i) if to the Offerors, to the Company, or to the Trust care of the
Company, at the office of the Company at 388 Greenwich Street, New York, New
York 10013, Attention: Charles O. Prince, III, Esq., Executive Vice President
and General Counsel, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP,
919 Third Avenue, New York, New York 10022, Attention: Kenneth J. Bialkin; or
(ii) if to you, as Representatives of the several Underwriters, care of Smith
Barney Inc., 388 Greenwich Street, New York, New York 10013, Attention: Manager,
Investment Banking Division, with a copy to General Counsel, Investment Banking
Division, and to Dewey Ballantine, 1301 Avenue of the Americas, New York, New
York 10019, Attention: Frederick W. Kanner.
This Agreement has been and is made solely for the benefit of the
several Underwriters, the Trust, the Company, the Company's directors and
officers, the TRV Trustees, and the other controlling persons referred to in
Section 7 hereof and their respective successors and assigns, to the extent
provided herein, and no other person shall acquire or have any right under or by
virtue of this Agreement. Neither the term "successor" nor the term "successors
and assigns" as used in this Agreement shall include a purchaser from any
Underwriter of any of the Preferred Securities in his status as such purchaser.
14. Applicable Law; Counterparts. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed within the State of New York.
This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.
15
Please confirm that the foregoing correctly sets forth the agreement
among the Trust, the Company and the several Underwriters.
Very truly yours,
TRAVELERS CAPITAL
By
------------------------------------
as Regular Trustee
By
------------------------------------
as Regular Trustee
TRAVELERS GROUP INC.
By
------------------------------------
Name:
Title:
Confirmed as of the date first above mentioned on behalf of themselves and the
other several Underwriters named in Schedule I
hereto.
SMITH BARNEY INC.
[Co-Managers]
As Representatives of the Several Underwriters
By SMITH BARNEY INC.
By
------------------------------
Managing Director
16
SCHEDULE I
TRAVELERS CAPITAL I
____% Trust Preferred Securities
Number of Firm
Underwriters Preferred Securities
- ------------ --------------------
Smith Barney Inc. ...................................... ________________
Total............................................. ================