EXHIBIT 1(a)
UNDERWRITING AGREEMENT
February 14, 1996
Dillon, Read & Co. Inc.
Wheat, First Securities, Inc.
as Representatives of the
several Underwriters
Dear Sirs:
Universal Corporation (the "Company") proposes to issue and
sell from time to time certain of its debt securities (the "Securities")
registered under the registration statement referred to below. The Securities
will be issued under an Indenture (the "Indenture"), dated as of February 1,
1991, between the Company and Chemical Bank, as Trustee, and will have varying
designations, interest rates and times of payment of any interest, maturities,
redemption provisions and other terms, with all such terms for any particular
series of the Securities being determined at the time of the sale. Particular
series of the Securities may be sold to you, and to other firms on whose behalf
you may act, for resale in accordance with the terms of offering determined at
the time of sale. The firm or firms which agree to purchase the Securities are
hereinafter referred to as the "Underwriters" of such Securities.
This Agreement shall apply only to Securities in respect of
which a Terms Agreement shall have been executed as referred to herein.
The Company and the Underwriters agree as follows:
1. Purchase and Offering.
(a) The obligations of the Underwriters to purchase the
Securities will be evidenced by an exchange of telegraphic or other written
communications (a "Terms Agreement") at each time the Company determines to sell
the Securities. Each Terms Agreement shall specify the firms which will be
Underwriters (who shall become bound by the terms hereof when the Terms
Agreement has been entered into), the principal amount to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters and the terms of
the Securities not already specified in the Indenture, including, but not
limited to, interest rates, maturities, redemption provisions and sinking fund
requirements. Each Terms Agreement shall also
specify the date of delivery and payment for the Securities and any details of
the terms of offering which should be reflected in the Prospectus Supplement
relating to the offering of the Securities. Such Prospectus Supplement shall set
forth the terms contained in the Terms Agreement and such other information that
you and the Company agree at the time the Terms Agreement is entered into should
be included in the Prospectus Supplement. Insofar as any provision of this
Agreement is inconsistent with any Terms Agreement, the Terms Agreement shall be
deemed to control. The obligations of the Underwriters to purchase the
Securities shall be several and not joint. It is understood that the
Underwriters propose to offer the Securities for sale as set forth in such
Prospectus Supplement.
(b) Payment of the purchase price for the Securities shall be
made to the Company or its order by wire transfer of immediately available funds
or in any other manner satisfactory to the Company against delivery of the
Securities to you for the respective accounts of the Underwriters. Such payment
and delivery shall be made at 10:00 A.M.1 on the date of delivery specified in
the Terms Agreement (unless another time not later than 10:00 A.M. on the third
business day2 thereafter shall be agreed to by you and the Company or unless
postponed in accordance with the provisions of Section 8 hereof). The time and
date that such payment and delivery are actually made is herein sometimes
referred to as the "Closing Date." The Securities shall be delivered to you in
definitive form, in temporary or final form, and in such names and such
principal amounts as, not later than 10:00 A.M. on the business day immediately
preceding the time of purchase, you shall specify. For the purpose of expediting
the checking and packaging of the Securities by you, the Company agrees to make
them available to you for such purpose prior to the close of business on the
business day immediately preceding the time of purchase.
2. Representations and Warranties of the Company. The
Company represents and warrants to each of the Underwriters as of the date
of execution of the Terms Agreement and as of the Closing Date that:
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1 Times mentioned herein are New York City times.
2 As used herein, "business day" shall mean a day on
which the New York Stock Exchange is open for trading.
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(a) the Company is permitted to use Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form, which has become effective, for the
registration under the Act of the Securities. Such registration
statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act and complies
in all other material respects with said Rule. Such registration
statement, including the exhibits thereto, as amended at the date of
any Pricing Agreement, is hereinafter called the "Registration
Statement" and the prospectus included in the Registration Statement,
as supplemented to reflect the terms of any series of the Securities
and the plan of distribution thereof, in the form in which it shall be
filed with the Commission pursuant to Rule 424(b), is hereinafter
called the "Prospectus." Any reference herein to the Registration
Statement or the Prospectus shall be deemed to include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of this Agreement or the date of the
Prospectus, as the case may be, and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to include the filing of
any document under the Exchange Act after the date of this Agreement or
the date of the Prospectus, as the case may be, deemed to be
incorporated therein by reference;
(b) as of the date of any Terms Agreement, when the Prospectus
is first filed pursuant to Rule 424(b) under the Act, when, prior to
the Closing Date, any amendment to the Registration Statement becomes
effective (including the filing of any document incorporated by
reference in the Registration Statement) and at the Closing Date, (i)
the Registration Statement, as amended as of any such time, and the
Prospectus, as amended or supplemented as of any such time, and the
Indenture will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the Exchange Act and the respective rules
thereunder and (ii) neither the Registration Statement, as amended as
of any such time, nor the Prospectus, as amended or supplemented as of
any such time, will contain any untrue statement of a material fact or
omit to state any material fact required to be
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stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no warranty or
representation with respect to any statement contained in the
Registration Statement or the Prospectus in reliance upon and in
conformity with information furnished in writing by or on behalf of any
Underwriter through you to the Company expressly for use in the
Registration Statement or the Prospectus;
(c) all of the issued and outstanding shares of capital stock
including Common Stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable; and the
Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Commonwealth of
Virginia, with full power and authority to own its properties and
conduct its business as described in the Registration Statement and the
Prospectus; the Company has full power and authority to execute and
deliver this Agreement, the Terms Agreement and the Indenture and to
issue and sell the Securities as herein and therein contemplated;
(d) the Company and each of its subsidiaries listed on
Schedule A hereto (each a "Material Subsidiary" and collectively the
"Material Subsidiaries") are duly qualified or licensed by, and are in
good standing in, each jurisdiction in which they conduct their
respective businesses and in which the failure, individually or in the
aggregate, to be so licensed or qualified would have a material adverse
effect on the operations, business or financial condition of the
Company and its Subsidiaries, taken as a whole; and the Company and
each of its Subsidiaries are in compliance in all material respects
with the laws, orders, rules, regulations and directives issued or
administered by such jurisdictions;
(e) neither the Company nor any of its subsidiaries (each a
"Subsidiary" and collectively the "Subsidiaries") is in breach of, or
in default under (nor has any event occurred which with notice, lapse
of time, or both would constitute a breach of, or default under), its
respective charter or by-laws or in the performance or observance of
any obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, bank loan or credit agreement or
other agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which any of them is bound, where such
breach or default,
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individually or in the aggregate, would have a material adverse effect
on the operations, business or financial condition of the Company and
its Subsidiaries, taken as a whole, and the execution, delivery and
performance of this Agreement, the Terms Agreement and the Indenture
and the issuance of the Securities and the consummation of the
transactions contemplated hereby and thereby will not conflict with, or
result in any breach of or constitute a default under (nor constitute
any event which with notice, lapse of time, or both would constitute a
breach of, or default under), any provisions of the charter or by-laws
of the Company or any of its Subsidiaries or under any provision of any
license, indenture, mortgage, deed of trust, bank loan or credit
agreement or other agreement or instrument to which the Company or any
of its Subsidiaries is a party or by which any of them or their
respective properties may be bound or affected, or under any federal,
state, local or foreign law, regulation or rule or any decree, judgment
or order applicable to the Company or any of its Subsidiaries where
such conflict, breach or default, individually or in the aggregate,
would have a material adverse effect on the operations, business or
financial condition of the Company and its Subsidiaries, taken as a
whole;
(f) the Indenture has been duly authorized, executed and
delivered by the Company and duly qualified under the Trust Indenture
Act and is a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity;
(g) the Securities have been duly authorized by the Company
and when issued and delivered pursuant to this Agreement, the Terms
Agreement and the Indenture against payment of the consideration
therefor, the Securities will have been duly executed, authenticated,
issued and delivered and will constitute legal, valid and binding
obligations of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity;
(h) this Agreement and the Terms Agreement have been duly
authorized, executed and delivered by the Company;
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(i) the Indenture conforms, and the Securities will conform,
in all material respects to the description thereof contained in the
Registration Statement and Prospectus;
(j) no approval, authorization, consent or order of or filing
with any national, state or local governmental or regulatory
commission, board, body, authority or agency is required on the part of
the Company in connection with the issuance and sale of the Securities
as contemplated hereby other than registration of the Securities under
the Act, qualification of the Indenture under the Trust Indenture Act
and any necessary qualification under the securities or blue sky laws
of the various jurisdictions in which the Securities are being offered
by the Underwriters;
(k) Ernst & Young LLP, whose reports on the consolidated
financial statements of the Company and its Subsidiaries are filed with
the Commission in documents incorporated by reference into the
Registration Statement and Prospectus are independent public
accountants as required by the Act and the applicable published rules
and regulations thereunder;
(l) each of the Company and its Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign
law, regulation or rule, and has obtained all necessary authorizations,
consents and approvals from other persons, in order to conduct its
respective business in each case where failure to have or to make the
same, as the case may be, would have a material adverse effect on the
operations, business or financial condition of the Company and its
Subsidiaries, taken as a whole; neither the Company nor any of its
Subsidiaries is in violation of, or in default under, any such license,
authorization, consent or approval or any federal, state, local or
foreign law, regulation or rule or any decree, order or judgment
applicable to the Company or any of its Subsidiaries the effect of
which would have a material adverse effect on the operations, business
or financial condition of the Company and its Subsidiaries, taken as a
whole;
(m) all legal or governmental proceedings, contracts or
documents of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
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Registration Statement have been so described or filed
as required;
(n) there are no actions, suits or proceedings pending or, to
the best of the Company's knowledge, threatened against the Company or
any of its Subsidiaries or any of their respective properties, at law
or in equity, or before or by any federal, state, local or foreign
governmental or regulatory commission, board, body, authority or agency
which if adversely determined would result in a judgment, decree or
order having a material adverse effect on the business, financial
condition or property of the Company and its Subsidiaries taken as a
whole;
(o) the audited consolidated financial statements of the
Company and its Subsidiaries incorporated by reference in the
Registration Statement and the Prospectus present fairly the
consolidated balance sheet of the Company and its Subsidiaries as of
the dates indicated and the consolidated statements of income and cash
flows and changes in shareholders' equity of the Company and its
Subsidiaries for the periods specified; the financial statements of the
Company and its Subsidiaries have been prepared in conformity with
generally accepted accounting principles in the United States applied
on a consistent basis during the periods involved;
(p) subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, and except as
may be otherwise stated in the Registration Statement or Prospectus,
there has not been (A) any material and unfavorable change, financial
or otherwise, in the business, properties, business prospects,
regulatory environment, results of operations or financial condition of
the Company and its Subsidiaries taken as a whole, (B) any transaction,
which is material to the Company and its Subsidiaries taken as a whole,
entered into by, or approved by the Board of Directors of, the Company
or any of its Subsidiaries or (C) any obligation, contingent or
otherwise, directly or indirectly incurred by the Company or any of its
Subsidiaries which is material to the Company and its Subsidiaries
taken as a whole except for normal trade obligations incurred in the
ordinary course of the Company's business; and
(q) neither the Company nor any agent acting on its behalf
has taken or will take any action that might
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cause this Agreement, the Terms Agreement or sale of the Securities to
violate Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System, in each case as in effect, or as the same may
hereafter be in effect, on the Closing Date;
(r) except as described in the Registration Statement and the
Prospectus, (i) the operations of the Company and its Subsidiaries are
in compliance with all applicable environmental laws, except where the
failure to comply with any such laws, whether individually or in the
aggregate, would not have a material adverse effect on the operations,
business or financial condition of the Company and its Subsidiaries,
taken as a whole, (ii) the Company and its Subsidiaries have obtained
all environmental, health and safety permits, licenses and approvals
necessary for its operation, all such permits, licenses and approvals
are in effect and the Company and its Subsidiaries are in compliance
with the terms and conditions thereof, except where the failure to
obtain any such permits, licenses or approvals, or to comply with the
terms and conditions thereof, whether individually or in the aggregate,
would not have a material adverse effect on the operations, business or
financial condition of the Company and its Subsidiaries, taken as a
whole, (iii) with respect to any property currently or formerly owned,
leased or operated by the Company or any of its Subsidiaries, (a)
neither the Company nor any such Subsidiary is subject to any judicial
or administrative proceeding or any order from or agreement with any
governmental authority (collectively, "Proceedings"), and (b) the
Company does not have knowledge of any pending or threatened
investigation by any governmental authority (collectively,
"Investigations") relating to any violation or alleged violation of any
environmental law, any release or threatened release of a hazardous
material into the environment, or any remedial action that may be
necessary in connection with any such violation or release, except for
such Proceedings or Investigations which, whether individually or in
the aggregate, are not expected to have a material adverse effect on
the operations, business or financial condition of the Company and its
Subsidiaries, taken as a whole, (iv) neither the Company nor any such
Subsidiary has filed any notice under any environmental law indicating
past or present treatment, storage, disposal or release of a hazardous
material into the environment in a manner that is not in compliance
with, or which could result in liability under, applicable
environmental laws, except where such non-compliance or
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liability, whether individually or in the aggregate, is not expected to
have a material adverse effect on the operations, business or financial
condition of the Company and its Subsidiaries, taken as a whole, and
(v) neither the Company nor any such Subsidiary has received notice of
a claim that it may be subject to liability (a "Notice") as a result of
a release or threatened release of hazardous material, except for such
Notice which, whether individually or in the aggregate, are not
expected to have a material adverse effect on the operations, business
or financial condition of the Company and its Subsidiaries taken as a
whole and to the best of the Company's knowledge there is no reasonable
basis for any such claim, action, suit or investigation with respect to
any environmental law;
(s) the Company is not an "investment company" or an
affiliated person of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment
Company Act of 1940, as amended, and the rules and regulations
thereunder; and
(t) to the best knowledge of the Company, no labor problem
exists with employees of the Company or any of its Subsidiaries that
would have a material adverse effect on the Company and its
Subsidiaries taken as a whole.
3. Certain Covenants of the Company. The
Company hereby agrees:
(a) to furnish such information as you may reasonably require
and otherwise to cooperate with you in qualifying the Securities for
offering and sale under the securities or blue sky laws of such states
as you may designate (including the provisions of Florida blue sky law,
if requested, relating to issuers doing business with Cuba) and to
maintain such qualifications in effect so long as required for the
distribution of the Securities, provided that the Company shall not be
required to qualify as a foreign corporation or to consent to the
service of process under the laws of any such state (except service of
process with respect to the offering and sale of the Securities); and
to promptly advise you of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;
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(b) to make available to you in New York City, as soon as
practicable after the Registration Statement becomes effective, and
thereafter from time to time to furnish to the Underwriters, as many
copies of the Prospectus (or of the Prospectus as amended or
supplemented if the Company shall have made any amendments or
supplements thereto after the effective date of the Registration
Statement) as the Underwriters may reasonably request for the purposes
contemplated by the Act;
(c) that it will use its best efforts to cause any amendment
of the Registration Statement to become effective promptly. The Company
will not file any amendment to the Registration Statement or amendment
or supplement to the Prospectus relating to any series of the
Securities to which the Underwriters of such series shall object in
writing after a reasonable opportunity to review the same. Subject to
the foregoing sentence, the Company will cause each Prospectus
supplement relating to the Securities to be filed with the Commission
pursuant to the applicable paragraph of Rule 424 within the time period
prescribed and will provide evidence satisfactory to the Underwriters
of such timely filing. The Company will promptly advise the
Underwriters of any series of Securities (A) when any Prospectus
supplement relating to such series shall have been filed with the
Commission pursuant to Rule 424, (B) when, prior to termination of the
offering of such series, any amendment to the Registration Statement
shall have been filed with the Commission or become effective, (C) of
any request by the Commission for any amendment of the Registration
Statement or supplement to the Prospectus or for any additional
information, (D) of the receipt by the Company of any notification of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the use of any
Prospectus or Prospectus supplement or, if the Company has knowledge,
of the institution or threat of any proceeding for that purpose and (E)
of the receipt by the Company of any notification with respect to the
suspension of the qualifications of the Securities for sale in any
jurisdiction or, if the Company has knowledge, of the initiation or
threat of any proceeding for such purpose. The Company will make every
reasonable effort to prevent the issuance of any such stop order or of
any order suspending or preventing any such use and, if issued, to
obtain as soon as possible the withdrawal thereof;
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(d) to furnish to you and to each of the other Underwriters
for a period of five years from the date of each Terms Agreement, as
requested, (i) copies of any reports or other communications which the
Company shall send to its stockholders or shall from time to time
publish or publicly disseminate, (ii) copies of all annual, quarterly
and current reports filed with the Commission on Forms 10-K, 10-Q and
8-K, or such other similar form as may be designated by the Commission,
to the extent not readily available from public sources, and (iii) such
other information as you may reasonably request regarding the Company
or its Subsidiaries;
(e) to advise the Underwriters of a series of Securities
promptly of the happening of any event known to the Company within the
time during which a prospectus relating to such series is required to
be delivered under the Act which, in the judgment of the Company, would
require the making of any change in the Prospectus then being used, or
in the information incorporated therein by reference, so that the
Prospectus would not include an untrue statement of material fact or
omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they are made, not
misleading, and, during such time, to prepare and furnish, at the
Company's expense, to the Underwriters promptly such amendments or
supplements to such Prospectus as may be necessary to reflect any such
change and to furnish you a copy of such proposed amendment or
supplement before filing any such amendment or supplement with the
Commission;
(f) that, as soon as practicable after the date of each Terms
Agreement, the Company will make generally available to its Security
holders an earnings statement of the Company which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act;
(g) to apply the net proceeds from the sale of the Securities
in the manner set forth under the caption "Use of Proceeds" in the
Prospectus supplement relating to the Securities or, if none is
provided, under such caption in the Prospectus;
(h) to pay all expenses, fees and taxes (other than any
transfer taxes and fees and disbursements of counsel for the
Underwriters except as set forth under Section 4 hereof and (iii) and
(iv) below) in
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connection with (i) the preparation and filing of the Registration
Statement, each preliminary Prospectus, the Prospectus, and any
amendments or supplements thereto, and the printing and furnishing of
copies of each thereof to the Underwriters and to dealers (including
costs of mailing and shipment), (ii) the preparation, issuance,
execution, authentication and delivery of the Securities, (iii) the
reproduction and furnishing of copies of this Agreement, the Terms
Agreement, any Agreement Among Underwriters, any dealer agreements, any
Statements of Information and Powers of Attorney and the Indenture to
the Underwriters and to dealers (including costs of mailing and
shipment), (iv) the qualification of the Securities for offering and
sale under state laws and the determination of their eligibility for
investment under state law as aforesaid (including the legal fees and
filing fees and other disbursements of counsel for the Underwriters)
and the furnishing of copies of any blue sky surveys or legal
investment surveys to the Underwriters and to dealers, (v) any fees
payable to investment rating agencies with respect to the Securities,
(vi) any filing for review of the underwriting arrangements for the
public offering of the Shares by the National Association of Securities
Dealers, Inc. ("NASD") and (vii) the performance of the Company's other
obligations hereunder (it is understood, however, that except as
provided in this subsection 3(h), Section 4 and Section 8 hereof, the
Underwriters will pay all of their own costs and expenses, including
the fees and disbursements of their counsel, transfer taxes on resale
of any of the Securities by them, and any advertising expenses
connected with any offers they may make);
(i) that the Company will not, without your prior written
consent, offer or sell, or publicly announce its intention to offer or
sell, (i) any debt securities pursuant to a public offering or (ii) any
unsecured debt securities pursuant to a private placement which
contemplates the purchasers of such debt securities receiving customary
registration rights in each case during the period beginning on the
date of the Terms Agreement and ending on the 30th day following the
date of the Terms Agreement. The Company has not taken, and will not
take, any action which might reasonably be expected to cause or result
in the stabilization or manipulation of the price of any security to
facilitate the sale or resale of the Securities.
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4. Reimbursement of Underwriters' Expenses. If the
Securities of a series to which a Terms Agreement relates are not delivered
for any reason other than the termination of the obligations of the several
Underwriters in accordance with Section 8 hereof or the default by one or more
of the Underwriters in its or their respective obligations to purchase
Securities pursuant to any Terms Agreement, the Company shall reimburse the
Underwriters for all of their out-of-pocket expenses, including the fees and
disbursements of their counsel.
5. Conditions of Underwriters' Obligations. The
several obligations of the Underwriters to purchase and pay for the Securities
under any Terms Agreement are subject to the accuracy of the representations and
warranties on the part of the Company on the date of such Terms Agreement and at
the Closing Date, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following conditions:
(a) The Company shall furnish to you at the Closing Date a
written opinion from James M. White, III, Secretary and General Counsel
of the Company, or Francis V. Lowden, III, Assistant Secretary of the
Company, addressed to the Underwriters, and dated the Closing Date,
with reproduced copies for each of the other Underwriters and in form
and substance satisfactory to Sullivan & Cromwell, counsel for the
Underwriters, substantially to the effect that:
(i) each of the Material Subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its respective jurisdiction of
incorporation with full corporate power and authority to own
its respective properties and to conduct its respective
business; each of the Subsidiaries which are not Material
Subsidiaries has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
its respective jurisdiction of incorporation with full
corporate power and authority to own its respective properties
and to conduct its respective business in each jurisdiction in
which the failure to do so, individually or in the aggregate,
would have a material adverse effect on the operations,
business or financial condition of the Company and its
Subsidiaries, taken as a whole;
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(ii) the Company and its Material Subsidiaries are
duly qualified or licensed by each jurisdiction in which they
conduct their respective businesses and in which the failure,
individually or in the aggregate, to be so licensed or
qualified would have a material adverse effect on the
operations, business or financial condition of the Company and
its Subsidiaries taken as a whole, and the Company and its
Material Subsidiaries are duly qualified, and are in good
standing, in each jurisdiction in which they own or lease real
property or maintain an office in which the failure to do so,
individually or in the aggregate, would have a material
adverse effect on the operations, business or financial
condition of the Company and its Subsidiaries, taken as a
whole;
(iii) the execution, delivery and performance of this
Agreement, the Terms Agreement and the Indenture by the
Company and the issuance of the Securities and the
consummation by the Company of the transactions contemplated
hereby and thereby do not and will not conflict with, or
result in any breach of, or constitute a default under (nor
constitute any event which with notice, lapse of time, or
both, would constitute a breach of or default under), any
provisions of the charter or by-laws of the Company or any of
its Subsidiaries or under any provision of any license,
indenture, mortgage, deed of trust, bank loan, credit
agreement or other agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which any
of them or their respective properties may be bound or
affected, or under any law, regulation or rule or any decree,
judgment or order applicable to the Company or any of its
Subsidiaries in which such conflict, breach or default,
individually or in the aggregate, would have a material
adverse effect on the operations, business or financial
condition of the Company and its Subsidiaries, taken as a
whole;
(iv) to such counsel's knowledge, neither the Company
nor any of its Subsidiaries is in breach of, or in default
under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under),
any license, indenture, mortgage, deed of trust, bank loan or
any other agreement or instrument to which the Company or any
of its Subsidiaries is a
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party or by which any of them or their respective properties
may be bound or affected by or under any law, regulation or
rule or any decree, judgment or order applicable to the
Company or any of its Subsidiaries in which such breach or
default, individually or in the aggregate, would have a
material adverse effect on the operations, business or
financial condition of the Company and its Subsidiaries, taken
as a whole; and
(v) to such counsel's knowledge, there are no
actions, suits or proceedings pending or threatened against
the Company or any of its Subsidiaries or any of their
respective properties, at law or in equity or before or by any
commission, board, body, authority or agency which are
required to be described in the Prospectus but are not so
described.
(b) The Company shall furnish to you at the Closing Date an
opinion of McGuire, Woods, Battle & Booth, L.L.P., counsel for the
Company, in each case addressed to the Underwriters, and dated the
Closing Date, with reproduced copies for each of the other Underwriters
and in form and substance satisfactory to Sullivan & Cromwell, counsel
to the Underwriters, substantially to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the Commonwealth of Virginia, with full corporate
power and authority to own its properties and conduct its
business as described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement, the Terms
Agreement and the Indenture and to issue and sell the
Securities as herein and therein contemplated;
(ii) the Indenture has been duly authorized by all
necessary corporate action on the part of the Company,
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
obligation of the Company enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting
creditors' rights and to general equity principles;
-15-
(iii) the Securities have been duly authorized by all
necessary corporate action on the part of the Company,
executed and delivered by the Company and constitute valid and
legally binding obligations of the Company enforceable against
the Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity
principles;
(iv) this Agreement and the Terms Agreement have been
duly authorized, executed and delivered by the Company;
(v) the Securities and the Indenture conform in all
material respects to the description thereof contained in the
Registration Statement and Prospectus;
(vi) the Registration Statement and the Prospectus
(except as to the financial statements and schedules and other
financial and statistical data contained or incorporated by
reference therein, as to which such counsel need express no
opinion) appear on their face to be appropriately responsive
in all material respects to the requirements of the Act;
(vii) the Registration Statement has become effective
under the Act and, to such counsel's knowledge, no stop order
proceedings with respect thereto are pending or threatened
under the Act;
(viii) no approval, authorization, consent or order
of or filing with any court or governmental agency or body is
required on the part of the Company in connection with the
issuance and sale of the Securities as contemplated hereby
other than registration of the Securities under the Act and
qualification of the Indenture under the Trust Indenture Act
(except such counsel need express no opinion as to any
necessary qualification under the state securities or blue sky
laws of the various jurisdictions in which the Shares are
being offered by the Underwriters);
(ix) to such counsel's knowledge, there are no
contracts, licenses, agreements, leases or documents of a
character which are required to be filed as exhibits to the
Registration Statement or to be summarized or described in the
Prospectus which have not been so filed, summarized or
described; and
-16-
(x) the documents incorporated by reference in the
Registration Statement and Prospectus (except as to the
financial statements and schedules and other financial and
statistical data contained or incorporated therein as to which
such counsel need express no opinion), when they were filed
(or, if an amendment with respect to any such document was
filed when such amendment was filed), appear on their face to
be appropriately responsive in all material respects to the
requirements of the Exchange Act.
In addition, such counsel shall state that they have
participated in conferences with officers and other representatives of
the Company, representatives of the independent public accountants of
the Company and representatives of the Underwriters at which the
contents of the Registration Statement and Prospectus were discussed
and, although such counsel has not undertaken to investigate or verify
independently and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or Prospectus or documents incorporated by
reference therein, and did not participate in the preparation of the
documents incorporated by reference into the Registration Statement or
Prospectus, on the basis of the foregoing (relying as to materiality to
a large extent upon the opinions of officers and other representatives
of the Company) nothing has come to the attention of such counsel that
causes them to believe that the Registration Statement or any amendment
thereto at the time such Registration Statement or amendment became
effective 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 or
any supplement thereto at the date of such Prospectus or such
supplement, and at all times up to and including the Closing Date,
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, in light of the circumstances under which they were
made, not misleading (it being understood that such counsel need
express no opinion with respect to the financial statements and
schedules and other financial and statistical data included in the
Registration Statement or Prospectus or the Statement of Eligibility
and Qualification of the Trustee on Form T-1 filed as an exhibit to the
Registration Statement).
(c) You shall have received from the Company's independent
public accountants letters dated the date of the Terms Agreement and
the Closing Date, and addressed to the Underwriters (with reproduced
copies
-17-
for each of the Underwriters) in the forms heretofore
approved by you.
(d) You shall have received at the Closing Date the favorable
opinion of Sullivan & Cromwell, counsel for the Underwriters, dated the
Closing Date, in form and substance reasonably satisfactory to you.
(e) Prior to the Closing Date, (i) no stop order with respect
to the effectiveness of the Registration Statement shall have been
issued under the Act or proceedings initiated under Section 8(d) or
8(e) of the Act; (ii) the Registration Statement and all amendments
thereto, or modifications thereof, if any, shall 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 statement therein not
misleading; and (iii) the Prospectus and all amendments or supplements
thereto, or modifications thereof, if any, shall 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, in
the light of the circumstances under which they are made, not
misleading.
(f) Between the time of execution of the Terms Agreement and
the Closing Date, (i) no material and unfavorable change, financial or
otherwise (other than as referred to in the Registration Statement and
Prospectus), in the business, financial condition or business prospects
of the Company and its Subsidiaries taken as a whole shall occur or
become known and (ii) no transaction which is material and unfavorable
to the Company and its Subsidiaries taken as a whole shall have been
entered into by, or approved by the Board of Directors of, the Company
or any of its Subsidiaries.
(g) The Company will, at the Closing Date, deliver to you a
certificate of one of its executive officers in which such executive
officer shall state, to the best of his or her knowledge, that the
representations and warranties of the Company as set forth in this
Agreement and the conditions set forth in paragraph (e) and paragraph
(f) have been met and that they are true and correct as of each such
date.
(h) The Company shall have furnished to you such other
documents and certificates as to the accuracy and completeness of any
statement in the Registration Statement and the Prospectus as of the
Closing Date, as you may reasonably request.
(i) The Company shall perform such of its obligations under
this Agreement and the Terms
-18-
Agreement as are to be performed by the terms hereof at or before the
Closing Date.
(j) At the Closing Date, counsel for the Underwriters shall
have been furnished with such information, certificates and documents
as they may reasonably require for the purpose of enabling them to pass
upon the issuance and sale of the Securities as contemplated herein and
related proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all opinions and certificates
mentioned above or elsewhere in this Agreement shall be reasonably
satisfactory in form and substance to the Representatives and counsel
for the Underwriters.
6. Termination of Terms Agreement. The obligations of the
several Underwriters hereunder shall be subject to termination in the absolute
discretion of you or any group of Underwriters (which may include you) which has
agreed pursuant to the Terms Agreement to purchase in the aggregate at least 50%
of the Securities, if, at any time between the time of execution of the Terms
Agreement and the Closing Date, (a) trading in securities generally on the New
York Stock Exchange shall have been suspended or minimum prices shall have been
established on the New York Stock Exchange, (b) a downgrading shall have
occurred in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) of the rules and regulations
promulgated under the Act or such organization shall have publicly announced
that it has under surveillance or review, other than with possible positive
implications, its rating of any of the Company's debt securities, (c) a banking
moratorium shall have been declared either by the United States or New York
State authorities, or (d) the United States shall have declared war in
accordance with its constitutional processes or there shall have occurred any
material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude in its effect on the
financial markets of the United States as, in your judgment or in the judgment
of such group of Underwriters, to make it impracticable to market the
Securities.
If you or any group of Underwriters elects to terminate this
Agreement as provided in this Section 6, the Company and each other Underwriter
shall be notified promptly by letter or telegram.
If the sale to the Underwriters of the Securities, as
contemplated by this Agreement and the Terms Agreement, is not carried out by
the Underwriters for any reason
-19-
permitted under this Agreement or if such sale is not carried out because the
Company shall be unable to comply with any of the terms of this Agreement, the
Company shall not be under any obligation or liability under this Agreement
(except to the extent provided in Sections 3(h), 4 and 8 hereof), and the
Underwriters shall be under no obligation or liability to the Company under this
Agreement (except to the extent provided in Section 8 hereof) or to one another
hereunder.
7. Increase in Underwriters' Commitments. If
any Underwriter shall default in its obligation to take up and pay for the
Securities to be purchased by it under any Terms Agreement and if the principal
amount of Securities which all Underwriters so defaulting shall have agreed but
failed to take up and pay for does not exceed 10% of the total principal amount
of Securities agreed to be purchased pursuant to such Terms Agreement, the
non-defaulting Underwriters shall take up and pay for (in addition to the
principal amount of Securities they are obligated to purchase pursuant to such
Terms Agreement) the principal amount of Securities agreed to be purchased by
all such defaulting Underwriters, as hereinafter provided. Such Securities shall
be taken up and paid for by such non- defaulting Underwriter or Underwriters, as
hereinafter provided. Such Securities shall be taken up and paid for by such
non-defaulting Underwriter or Underwriters in such amount or amounts as you may
designate with the consent of each Underwriter so designated or, in the event no
such designation is made, such Securities shall be taken up and paid for by all
non-defaulting Underwriters pro rata in proportion to the principal amount of
Securities they have agreed to purchase under such Terms Agreement.
Without relieving any defaulting Underwriter from its
obligations hereunder, the Company agrees with the non-defaulting Underwriters
that it will not sell any Securities under any Terms Agreement unless all of the
Securities under such Terms Agreement are purchased by the Underwriters (or by
substituted Underwriters selected by you with the approval of the Company or
selected by the Company with your approval).
If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the right
to postpone the time of purchase for a period not exceeding five business days
in order that any necessary changes in the Registration Statement and Prospectus
and other documents may be effected.
The term Underwriter as used in this Agreement shall refer to
and include any Underwriter substituted under this Section 7.
-20-
8. Indemnity by the Company and the Underwriters.
(a) The Company agrees to indemnify, defend and hold harmless
each Underwriter and any person who controls any Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, from and against any
loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, any such Underwriter or any such
controlling person may incur under the Act, the Exchange Act or otherwise
insofar as such loss, expense, liability or claim arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof by the Company) or in a Prospectus (the term
Prospectus for the purpose of this Section 8 being deemed to include any
Preliminary Prospectus, the Prospectus and the Prospectus as amended or
supplemented by the Company), or arises out of or is based upon any omission or
alleged omission to state a material fact required to be stated in either such
Registration Statement or Prospectus or necessary to make the statements made
therein not misleading, except insofar as any such loss, expense, liability, or
claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in and in conformity with information
furnished in writing by any Underwriter through you to the Company expressly for
use in such Registration Statement or such Prospectus or arises out of or is
based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated in either such
Registration Statement or Prospectus or necessary to make such information not
misleading; provided, however, that the indemnity agreement contained in this
subsection (a) with respect to any Preliminary Prospectus or amended Preliminary
Prospectus shall not inure to the benefit of any Underwriter (or to the benefit
of any person controlling such Underwriter) from whom the person asserting any
such loss, expense, liability or claim purchased the Securities which is the
subject thereof if the Prospectus corrected any such alleged untrue statement or
omission and if such Underwriter failed to send or give a copy of the Prospectus
to such person at or prior to the written confirmation of the sale of such
Securities to such person.
If any action is brought against an Underwriter or controlling
person in respect of which indemnity may be sought against the Company pursuant
to the foregoing paragraph, such Underwriter shall promptly notify the Company
in writing of the institution of such action and the Company shall assume the
defense of such action, including the employment of counsel and payment of
expenses. Such Underwriter or such controlling person shall have the right to
employ its or their own counsel in any such case, but the
-21-
fees and expenses of such counsel shall be at the expense of such Underwriter or
of such controlling person unless the employment of such counsel shall have been
authorized in writing by the Company in connection with the defense of such
action or the Company shall not have employed counsel to have charge of the
defense of such action or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to the Company (in which
case the Company shall not have the right to direct the defense of such action
on behalf of the indemnified party or parties), in any of which events such fees
and expenses shall be borne by the Company and paid as incurred (it being
understood, however, that the Company shall not be liable for the expenses of
more than one separate counsel in any one action or series of related actions in
the same jurisdiction representing the indemnified parties who are parties to
such action). Anything in this paragraph to the contrary notwithstanding, the
Company shall not be liable for any settlement of any such claim or action
effected without its written consent.
(b) Each Underwriter severally agrees to indemnify, defend and
hold harmless the Company, its directors and officers, and any person who
controls the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act from and against any loss, expense, liability or claim
(including the reasonable cost of investigation) which, jointly or severally,
the Company or any such person may incur under the Act or otherwise, insofar as
such loss, expense, liability or claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in and in
conformity with information furnished in writing by or on behalf of such
Underwriter through you to the Company expressly for use in the Registration
Statement (or in the Registration Statement as amended by post-effective
amendment thereof by the Company) or in a Prospectus, or arises out of or is
based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated either in such
Registration Statement or Prospectus or necessary to make such information not
misleading.
If any action is brought against the Company or any such
person in respect of which indemnity may be sought against any Underwriter
pursuant to the foregoing paragraph, the Company or such person shall promptly
notify such Underwriter in writing of the institution of such action and such
Underwriter shall assume the defense of such action, including the employment of
counsel and payment of expenses. The Company or such person shall have the right
to employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of the Company or such person unless the
employment of such counsel shall have
-22-
been authorized in writing by such Underwriter in connection with the defense of
such action or such Underwriter shall not have employed counsel to have charge
of the defense or such action or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to such Underwriter (in
which case such Underwriter shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties), in any of which
events such fees and expenses shall be borne by such Underwriter and paid as
incurred (it being understood, however, that such Underwriter shall not be
liable for the expenses of more than one separate counsel in any one action or
series of related actions in the same jurisdiction representing the indemnified
parties who are parties to such action). Anything in this paragraph to the
contrary notwithstanding, no Underwriter shall be liable for any settlement of
any such claim or action effected without the written consent of such
Underwriter.
(c) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 8 in respect of any losses, expenses, liabilities or claims referred to
therein, then each applicable 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, expenses, liabilities or claims
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other hand
from the offering of the Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, expenses, liabilities or claims, 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 shall be deemed to be in the
same proportion as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters. The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue statement or alleged untrue statement of a material
fact or omission or alleged omission relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
expenses, liabilities and
-23-
claims referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any claim or action.
(d) The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in subsection (c) above.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by such Underwriter 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
statement or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriter's obligations to contribute
pursuant to this Section 8 are several in proportion to their respective
underwriting commitments and not joint.
(e) The indemnity and contribution agreements contained in
this Section 8 and the covenants, warranties and representations of the Company
contained in this Agreement and the Terms Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of any
Underwriter, or any person who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of
the Company, its directors and officers or any person who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
and shall survive any termination of this Agreement or the issuance and delivery
of the Securities. The Company and each Underwriter agree promptly to notify the
others of the commencement of any litigation or proceeding against it and, in
the case of the Company, against any of the Company's officers and directors in
connection with the issuance and sale of the Securities, or in connection with
the Registration Statement or Prospectus.
9. Notices. Except as otherwise herein provided, all
statements, requests, notices and agreements shall be in writing or by telegram
and, if to the Underwriters, shall be sufficient in all respects if delivered or
sent to Dillon, Read & Co. Inc., 535 Madison Avenue, New York, N.Y. 10022,
Attention: Syndicate Department or to any other Underwriters at their addresses
furnished to the Company in the Terms Agreement and, if to
-24-
the Company, shall be sufficient in all respects if delivered or sent to the
Company at the offices of the Company at 1501 N. Hamilton Street, Richmond,
Virginia 23230, Attention: James M. White, III, Secretary and General Counsel.
10. Construction. This Agreement and the Terms Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York. The Section headings in this Agreement have been inserted as a matter
of convenience of reference and are not a part of this Agreement.
11. Parties at Interest. The Agreement herein set forth
and the Terms Agreement have been and are made solely for the benefit of the
Underwriters and the Company and the controlling persons, directors and officers
referred to in Section 8 hereof, and their respective successors, assigns,
executors and administrators. No other person, partnership, association or
corporation (including a purchaser, as such purchaser, from any of the
Underwriters) shall acquire or have any right under or by virtue of this
Agreement or the Terms Agreement.
12. Counterparts. This Agreement may be signed
by the parties in counterparts which together shall
constitute one and the same agreement among the parties.
If the foregoing correctly sets forth the understanding among
the Company and you, please so indicate in the space provided below for the
purpose, whereupon this letter and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
UNIVERSAL CORPORATION
By: /s/ Karen M.L. Whelan
Title: Vice President and
Treasurer
Dillon, Read & Co. Inc.
Wheat, First Securities, Inc..
REPRESENTATIVES OF THE UNDERWRITERS
By: /s/ Robert E. Weeden
Title: Managing Director
SCHEDULE A
Organized
Material Subsidiary Under Law of
Universal Leaf Tobacco Company, Virginia
Incorporated
K.R. Edwards Leaf Tobacco Company, Virginia
Incorporated
Casa Export Limited Virginia
Lancaster Leaf Tobacco Company of Virginia
Pennsylvania, Inc.
Southern Processors, Incorporated Virginia
Southwestern Tobacco Company, Incorporated Virginia
J. P. Taylor Company, Incorporated Virginia
Thorpe & Ricks, Inc. Virginia
Thorpe-Greenville Export Tobacco Company North Carolina
Deltafina, S.p.A. Italy
Universal Leaf Tobaccos Ltda. Brazil
Gebrueder Kulenkampff, Inc. Virginia
Gebrueder Kulenkampff AG Germany
Universal Leaf P.H., Inc. Virginia
Deli Universal, Inc. Virginia
N.V. Deli Universal Netherlands
Jongeneel Holding B.V. Netherlands
Jongeneel B.V. Netherlands
Casalee, Incorporated Virginia
Schedule B
TERMS AGREEMENT
[ ]% Notes Due [ ], 199
[ ], 199
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23260
Dear Sirs:
Universal Corporation, a Virginia corporation (the "Company"),
and have entered into an Underwriting Agreement (the "Underwriting Agreement"),
dated [ ] , 199_, relating to the issuance from time to time by the Company of
its debt securities under an indenture (the "Indenture"), dated as of February
1, 1991, between the Company and Chemical Bank, as Trustee. This Terms
Agreement, relating to the Securities referred to below, is being entered into
pursuant to the Underwriting Agreement. Capitalized terms used herein and not
otherwise defined have the meanings given them in the Underwriting Agreement.
and the several other underwriters
named in Schedule A annexed hereto (the "Underwriters") understand that the
Company proposes to issue and sell $[ ] aggregate principal amount of [ ]% Notes
Due [ ] (the "Securities"). Subject to the terms, conditions, representations
and warranties set forth or incorporated by reference herein, the Company agrees
to sell to the Underwriters and the Underwriters agree to purchase from the
Company the Securities at [ ]% of the principal amount thereof plus accrued
interest from [ ] 199 , if any, to the Closing Date referred to below. The
Prospectus Supplement with respect to the Purchased Securities is dated [ ] and
includes the Prospectus dated [ ].
The Underwriters will pay for such Securities upon delivery
thereof in New York, New York at [ ] a.m. (New York time) on [ ] (the "Closing
Date") by wire transfer of immediately available funds, or at such other time on
the Closing Date as shall be agreed upon by the Company and the Underwriters.
The Purchased Securities shall be issued in book-entry form
and shall have the following terms:
(a) Interest: [ ]% per annum
(b) Maturity: [ ]
(c) Initial Public
Offering Price: [ ]% of the principal
amount of the Purchased
Securities plus accrued
interest from [ ],
if any.
(d) Interest Payment
Dates: [ ] and [ ],
commencing [ ]
(e) Regular Record
Dates: [ ] and [ ]
(f) Optional Redemption: [ ]
All provisions contained in the Underwriting Agreement are
incorporated by reference herein in their entirety and shall be deemed to be
part of this Agreement to the same extent as if such provisions had been set
forth in full herein.
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
This instrument may be signed by the parties in counterparts
which together shall constitute one and the same agreement between the parties
and shall become effective at such time as each of the parties shall have signed
such counterparts and shall have notified the other party thereof.
B-2
Please confirm your agreement herewith by having an authorized
officer sign a copy of this Agreement in the space provided below:
Very truly yours,
as Representative
By:
Accepted and Agreed to as of
the Date First Above Written:
UNIVERSAL CORPORATION
By:
B-3
EXHIBIT A
Principal
Amount of
Name Notes
[ ]............................. $
[ ].............................
[ ].............................
Total: $
B-4