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Union Texas Petroleum Holdings, Inc.
{ }% Senior Notes due 2004
Underwriting Agreement
April { }, 1994
Goldman, Sachs & Co.
Chemical Securities Inc.
J.P. Morgan Securities Inc.
Salomon Brothers Inc
As Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
Union Texas Petroleum Holdings, Inc., a Delaware corporation
(the "Company"), proposes, subject to the terms and conditions stated herein,
to issue and sell to Goldman, Sachs & Co., Chemical Securities Inc., J.P.
Morgan Securities Inc. and Salomon Brothers Inc (the "Underwriters") an
aggregate of $200,000,000 principal amount of the { }% Senior Notes due 2004
of the Company (the "Notes"). The Company's obligations to pay principal,
premium, if any, and interest with respect to the Notes will be unconditionally
guaranteed (the "Guarantees") on a joint and several basis by each of the
following subsidiaries of the Company (collectively, the "Guarantors"): (i)
Union Texas East Kalimantan Limited, a Bahamian corporation ("UTEK"); (ii)
Union Texas Petroleum Energy Corporation, a Delaware corporation; (iii) Union
Texas International Corporation, a Delaware corporation; (iv) Union Texas
Products Corporation, a Delaware corporation; and (v) Unistar, Inc., a Delaware
corporation.
1. The Company represents and warrants to, and agrees with,
each of the Underwriters that:
(a) A registration statement in respect of the Notes
and the Guarantees has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and any
post-effective amendment thereto, each in the form heretofore
delivered to you, have been declared effective by the Commission in
such form; no other document with respect to such registration
statement or document incorporated by reference therein has heretofore
been filed with the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) of the
rules and regulations of the Commission under the Securities Act of
1933, as amended (the "Act"), being hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement,
including all exhibits thereto (other than the Statement of
Eligibility and Qualification on Form T-1 of the Trustee) and
including (i) the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the
Act in accordance with Section 5(a) hereof and deemed by virtue of
Rule 430A under the Act to be part of the registration statement at
the time it
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was declared effective and (ii) the documents incorporated by
reference in the prospectus contained in the registration statement at
the time such part of the registration statement became effective,
each as amended at the time such part of the registration statement
became effective, being hereinafter called the "Registration
Statement"; such final prospectus, in the form first filed pursuant to
Rule 424(b) under the Act, being hereinafter called the "Prospectus";
any reference herein to any Preliminary Prospectus or the Prospectus
being deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of
the date of such Preliminary Prospectus or Prospectus, as the case may
be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus being deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference
in such Preliminary Prospectus or Prospectus, as the case may be; and
any reference to any amendment to the Registration Statement being
deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the
effective date of the Registration Statement that is incorporated by
reference in the Registration Statement);
(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
published rules and regulations of the Commission thereunder, and did
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
were made, not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by you expressly for use therein;
(c) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and
the published rules and regulations of the Commission thereunder, and
none of such documents contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(d) The Registration Statement conforms, and the
Prospectus and any further amendments or supplements to the
Registration Statement or the Prospectus will conform, in all material
respects to the requirements of the Act and the Trust Indenture Act
and the published rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by you expressly for
use therein;
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(e) None of the Company or any of its subsidiaries or,
to the best of the Company's knowledge, Unimar Company, a Texas
general partnership ("Unimar"), has sustained since the date of the
latest audited financial statements included or incorporated by
reference in the Prospectus any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated
in the Prospectus, which loss or interference is material to the
Company and its subsidiaries taken as a whole; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the
capital stock (other than (i) any shares of capital stock of the
Company sold upon exercise of a subscription, option or warrant or the
conversion of a security outstanding on the date of this Agreement and
(ii) any shares of such capital stock, or other securities convertible
or exercisable or exchangeable for such shares, in either case issued
pursuant to any employee stock option or benefit plan of the Company
existing on the date of this Agreement) or any increase of more than
$25,000,000 in the consolidated short-term or long-term debt of the
Company or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Prospectus;
(f) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of Delaware, with power and authority (corporate and other)
to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of
each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, or is
subject to no material liability or disability by reason of the
failure to be so qualified in any such jurisdiction; each subsidiary
of the Company identified in Annex II hereto (collectively, the
"Material Subsidiaries") has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; Unimar has been duly formed and is
validly existing as a partnership under the laws of the State of
Texas; and the Company does not have any subsidiary that is a
"significant subsidiary" (within the meaning of the published rules
and regulations of the Commission under the Act) that is not
identified in Annex II hereto;
(g) The Company has an authorized capitalization as set
forth in the Prospectus, and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and conform to the description thereof
contained in the Prospectus; and all of the issued shares of capital
stock of each Material Subsidiary of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable,
and all of such shares of capital stock and 50% of the equity
interests in Unimar (except for directors' qualifying shares and
except as set forth in the Prospectus) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;
(h) The Notes have been duly authorized and, when
issued and delivered pursuant to this Agreement, will have been duly
executed, authenticated, issued and delivered by the Company and will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the indenture dated as of April {
}, 1994 (the "Indenture") among the Company, the Guarantors and
the First National Bank of Chicago, as Trustee (the "Trustee"), under
which they are to be issued, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Guarantees
have been duly authorized by each of the Guarantors and, upon the due
authentication, execution, issuance and delivery of the Notes, will
have been duly executed, issued and
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delivered by each Guarantor and will constitute valid and legally
binding obligations of each Guarantor entitled to the benefits
provided by the Indenture; the Indenture has been duly authorized by
the Company and each Guarantor and duly qualified under the Trust
Indenture Act and, when executed and delivered by the Company, each
Guarantor and the Trustee, will constitute a valid and legally binding
instrument of the Company and each Guarantor, enforceable against the
Company and each Guarantor in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and the Notes, the Guarantees
and the Indenture will conform to the descriptions thereof in the
Prospectus;
(i) The issue and sale of the Notes, the issue of the
Guarantees and the compliance by the Company and the Guarantors with
all of the provisions of the Notes, the Guarantees, the Indenture and
this Agreement and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its
subsidiaries or, to the best of the Company's knowledge, Unimar is a
party or by which the Company or any of its subsidiaries or Unimar is
bound or to which any of the property or assets of the Company or any
of its subsidiaries or Unimar is subject, or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company, any of its subsidiaries or Unimar or
any of their properties (excluding conflicts, breaches, violations and
defaults that, individually or in the aggregate, will not have any
material adverse effect on the general affairs, management, financial
position, stockholders' equity, results of operations or prospects of
the Company and its subsidiaries taken as a whole), nor will any such
action result in any violation of the provisions of the Restated
Certificate of Incorporation or By-laws of the Company or the charter
or by-laws of any Guarantor; and no consent, approval, authorization,
order, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the
Company and the Guarantors of the transactions contemplated by this
Agreement or the Indenture, except the registration under the Act of
the Notes and the Guarantees, the qualification under the Trust
Indenture Act of the Indenture and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Notes by the Underwriters;
(j) Other than as set forth in the Prospectus, there
are no legal or governmental proceedings pending to which the Company
or any of its subsidiaries or, to the best of the Company's knowledge,
Unimar is a party or of which any property of the Company or any of
its subsidiaries or Unimar is the subject which, if determined
adversely to the Company or any of its subsidiaries or Unimar, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole; and,
to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others;
(k) Price Waterhouse, who have certified certain
financial statements of the Company and its subsidiaries, are
independent public accountants as required by the Act and the rules
and regulations of the Commission thereunder;
(l) The Notes have been approved for listing on the New
York Stock Exchange, subject to notice of issuance; and
(m) Neither the Company nor any of the Guarantors is an
"investment company" within the meaning of the Investment Company Act
of 1940, as amended (the
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"Investment Company Act"), and the published rules and regulations of
the Commission thereunder, and the offer and sale of the Notes and the
Guarantees will not subject the Company or any of the Guarantors to
registration under, or result in a violation of, the Investment
Company Act.
2. Subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
at a purchase price of { }% of the principal amount thereof, plus accrued
interest from April { }, 1994 to the Time of Delivery (as defined in Section 4
hereof), $200,000,000 principal amount of the Notes.
3. Upon the authorization by you of the release of the Notes,
the Underwriters propose to offer the Notes for sale upon the terms and
conditions set forth in the Prospectus.
4. The Notes to be purchased by the Underwriters hereunder,
in definitive form and in such denominations and registered in such names as
you may request upon at least forty-eight hours' prior notice to the Company,
shall be delivered by or on behalf of the Company to you against payment by you
by certified or official bank check or checks, payable to the order of the
Company, in New York Clearing House funds, all at the office of Goldman, Sachs
& Co., 85 Broad Street, New York, New York. The time and date of such delivery
and payment shall be 9:30 a.m., New York time, on April { }, 1994 or such
other time and date as you and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery." Such certificates will be
made available for checking and packaging at least twenty-four hours prior to
the Time of Delivery at such office of Goldman, Sachs & Co.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and
to file such Prospectus pursuant to Rule 424(b) under the Act not
later than the Commission's close of business on the second business
day following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
under the Act; to make no further amendment or any supplement to the
Registration Statement or Prospectus which shall be reasonably
disapproved by you promptly after reasonable notice thereof; to advise
you, promptly after it receives notice thereof, of the time when the
Registration Statement, or any amendment thereto, has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed and to furnish you copies thereof; to file
promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the
delivery of a prospectus is required in connection with the offering
or sale of the Notes; to advise you, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus
or prospectus, of the suspension of the qualification of the Notes or
the Guarantees for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or
of any request by the Commission for the amending or supplementing of
the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any stop order or of
any order preventing or suspending the use of any Preliminary
Prospectus or prospectus or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Notes and the Guarantees for
offering and sale under the securities laws of such jurisdictions as
you may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of the Notes,
provided that in connection therewith
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the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any
jurisdiction;
(c) To furnish you with copies of the Prospectus in such
quantities as you may from time to time reasonably request, and, if
the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Notes and if at such time
any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify you and upon your request to file such
document and to prepare and furnish without charge to you and to any
dealer in securities as many copies as you may from time to time
reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect
such compliance, and in case you are required to deliver a prospectus
in connection with sales of any of the Notes at any time nine months
or more after the time of issue of the Prospectus, upon your request
but at your expense, to prepare and deliver to you as many copies as
you may request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as
soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement (as defined in
Rule 158(c) under the Act), an earnings statement of the Company and
its subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of the Commission
thereunder (including at the option of the Company Rule 158);
(e) During the period beginning from the date hereof and
continuing to and including the earlier of (i) the termination of
trading restrictions on the Notes as notified to the Company by you,
and (ii) the Time of Delivery, not to offer, sell, contract to sell or
otherwise dispose of debt securities of the Company which mature more
than one year after the Time of Delivery and which are substantially
similar to the Notes, except (x) with your prior written consent, (y)
as described in the Prospectus or (z) pursuant to borrowings under the
Credit Agreement dated as of August 31, 1992 between the Company and
the Banks named therein;
(f) To furnish to the holders of the Notes as soon as
practicable after the end of each fiscal year an annual report
(including a balance sheet and statements of income, stockholders'
equity and cash flows of the Company and its consolidated subsidiaries
certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the
effective date of the Registration Statement), consolidated summary
financial information of the Company and its subsidiaries for such
quarter in reasonable detail; and
(g) During a period of three years from the effective date of
the Registration Statement, to furnish to you copies of all reports or
other communications (financial or other) furnished to stockholders,
and deliver to you (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which any class of
securities of the Company is listed; and (ii) such additional
information concerning the business and financial condition of the
Company as you may from time to time reasonably request (such
financial statements to be
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on a consolidated basis to the extent the accounts of the Company and
its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission).
6. The Company covenants and agrees with you that it will pay
or cause to be paid the following: (i) the fees, disbursements and expenses of
the Company's counsel and accountants in connection with the registration of
the Notes and the Guarantees under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to you and to dealers;
(ii) the cost of printing or producing this Agreement, the Indenture, the Blue
Sky Memorandum and any other documents in connection with the offering,
purchase, sale and delivery of the Notes and the Guarantees; (iii) all expenses
in connection with the qualification of the Notes and the Guarantees for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey;
(iv) any fees charged by securities rating services for rating the Notes; (v)
the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the Notes;
(vi) the costs of preparing and delivering the Notes and the Guarantees to the
Underwriters, including any capital, stamp or other tax or duty payable upon
the issuance of the Notes or the Guarantees; (vii) the fees and expenses of the
Trustee and any agent of the Trustee and the fees and disbursements of counsel
for the Trustee in connection with the Indenture and the Notes; (viii) all
expenses and listing fees in connection with the listing of the Notes on the
New York Stock Exchange; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that except as
provided in this Section, Section 8 and Section 11 hereof, you will pay all of
your own costs and expenses, including the fees of your counsel, transfer taxes
on resale of any of the Notes by you, and any advertising expenses connected
with any offers you may make.
7. The obligations of each of the Underwriters hereunder
shall be subject, in their discretion, to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of the Time of Delivery, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction;
(b) Simpson Thacher & Bartlett, counsel for the Underwriters,
shall have furnished to you such opinion or opinions, dated the Time
of Delivery, with respect to the incorporation of the Company, this
Agreement, the Indenture, the validity of the Notes and the
Guarantees, the Registration Statement, the Prospectus, and other
related matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably
request to enable them to pass upon such matters;
(c) Andrews & Kurth L.L.P., counsel for the Company and the
Guarantors, shall have furnished to you their written opinion, dated
the Time of Delivery, in form and substance satisfactory to you, to
the effect that:
(i) Each of the Company and the Guarantors
(other than UTEK) has been duly incorporated and is validly
existing as a corporation in good standing
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under the laws of the State of Delaware, with requisite
corporate power and authority to own its properties and
conduct its business as described in the Prospectus;
(ii) The Company has an authorized
capitalization as set forth in the Prospectus, and all of the
issued shares of capital stock of the Company have been duly
and validly authorized and issued and are fully paid and
non-assessable;
(iii) The Company has been duly qualified as a
foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in
which it owns or leases a material amount of properties, or
conducts any material business, so as to require such
qualification, or is subject to no material liability or
disability by reason of failure to be so qualified in any such
jurisdiction (such counsel being entitled to rely in respect
of the opinion in this clause upon opinions of local counsel
and in respect of matters of fact upon certificates of public
officials or officers of the Company, provided that such
counsel shall state that they believe that both you and they
are justified in relying upon such opinions and certificates);
(iv) Each Material Subsidiary has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation;
to the best of such counsel's knowledge after reasonable
investigation, Unimar has been duly formed and is validly
existing as a partnership under the laws of the State of
Texas; and all of the issued shares of capital stock of each
Material Subsidiary have been duly and validly authorized and
issued and are fully paid and non-assessable, and (except for
directors' qualifying shares and shares held by third parties
solely to satisfy local law requirements and except as
otherwise set forth in the Prospectus), to the best of such
counsel's knowledge after reasonable investigation, all of
such shares of capital stock and 50% of the equity interests
in Unimar are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims
within the meaning of the Uniform Commercial Code (such
counsel being entitled to (A) state that the opinion in this
clause relating to the ownership of capital stock and equity
interests is based solely on a review of the corporate records
of the Company and its subsidiaries and the records of Unimar,
the certificate or certificates representing such shares of
capital stock and evidence of such equity interests in Unimar
and a certificate or certificates in respect of matters of
fact as to ownership of and liens, encumbrances, equities or
claims on such shares of capital stock and equity interests,
provided that such counsel shall state that he believes that
both you and he are justified in relying upon such certificate
or certificates and (B) rely in respect of the opinion in this
clause upon opinions of local counsel furnished to you at the
Time of Delivery and in respect of matters of fact upon
certificates of public officials or officers of the Company or
its subsidiaries furnished to you at the Time of Delivery,
provided that such counsel shall state that they believe that
both you and they are justified in relying upon such opinions
and certificates);
(v) To the best of such counsel's knowledge
after reasonable investigation, other than as set forth in the
Prospectus, there is no pending or threatened action, suit or
proceeding before any court or any governmental agency or body
or any arbitrator involving the Company, any Material
Subsidiary or Unimar required to be disclosed in the
Registration Statement that is not adequately disclosed
therein;
(vi) This Agreement has been duly authorized,
executed and delivered by the Company;
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(vii) The Notes have been duly authorized,
executed, issued and delivered by the Company and, assuming
the due authentication thereof by the Trustee, constitute
valid and legally binding obligations of the Company entitled
to the benefits provided by the Indenture; the Guarantees have
been duly authorized, executed, issued and delivered by each
Guarantor and constitute valid and legally binding obligations
of each Guarantor entitled to the benefits provided by the
Indenture; and the Notes, the Guarantees and the Indenture
conform to the descriptions thereof in the Prospectus;
(viii) The Indenture has been duly authorized,
executed and delivered by the Company and each Guarantor and,
assuming the due authorization, execution and delivery thereof
by the Trustee, constitutes a valid and legally binding
instrument of the Company and each Guarantor, enforceable
against the Company and each Guarantor in accordance with its
terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing; and the Indenture has been duly
qualified under the Trust Indenture Act;
(ix) The issue and sale of the Notes, the issue
of the Guarantees and the compliance by the Company and the
Guarantors with all of the provisions of the Notes, the
Guarantees, the Indenture and this Agreement and the
consummation of the transactions herein and therein
contemplated will not result in any violation of the Restated
Certificate of Incorporation or By-laws of the Company or the
charter or by-laws of any Guarantor (other than UTEK) and, to
the best of such counsel's knowledge after reasonable
investigation, such actions will not result in a breach or
violation of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the
Company or any of its Material Subsidiaries or, to the best of
the Company's knowledge, Unimar is a party or by which the
Company or any of its Material Subsidiaries or Unimar is bound
or to which any of the property or assets of the Company or
any of its Material Subsidiaries or Unimar is subject, or any
statute or any order, rule or regulation known to such counsel
of any court or governmental agency or body having
jurisdiction over the Company, any of its Material
Subsidiaries or Unimar or any of their properties (excluding
breaches, violations and defaults that, individually or in the
aggregate, will not have any material adverse effect on the
general affairs, management, financial position, stockholders'
equity, results of operations or prospects of the Company and
its subsidiaries taken as a whole) (such counsel being
entitled to rely in respect of the opinion in this clause
relating to statutes, orders, rules or regulations upon
opinions of local counsel furnished to you at the Time of
Delivery, provided that such counsel shall state that they
believe that both you and they are justified in relying upon
such opinions);
(x) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body having jurisdiction over the
Company is required for the consummation by the Company and
the Guarantors of the transactions contemplated by this
Agreement or the Indenture, except such as have been obtained
under the Act and the Trust Indenture Act, and such consents,
approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Notes and
the Guarantees by the Underwriters;
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(xi) The statements made in the Prospectus under
the caption "Description of the Notes", insofar as they
purport to constitute summaries of the legal matters and
documents referred to therein, fairly present the information
called for with respect to such legal matters and documents
and fairly summarize such legal matters and documents;
(xii) Neither the Company nor any of the
Guarantors is an "investment company" within the meaning of
the Investment Company Act and the published rules and
regulations of the Commission thereunder, and no registration
of the Company or any of the Guarantors under the Investment
Company Act is required for, or will be required as a
consequence of, the issuance, offer and sale of the Notes and
the Guarantees pursuant to this Agreement;
(xiii) The documents incorporated by reference in
the Prospectus or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than
the financial statements and related schedules and engineering
and statistical data therein, as to which such counsel need
express no opinion), when they became effective or were filed
with the Commission, as the case may be, complied as to form
in all material respects with the requirements of the Act or
the Exchange Act, as applicable, and the published rules and
regulations of the Commission thereunder; and
(xiv) The Registration Statement and the
Prospectus and any further amendments and supplements thereto
made by the Company prior to the Time of Delivery (other than
the financial statements and related schedules and engineering
and statistical data therein, as to which such counsel need
express no opinion) comply as to form in all material respects
with the requirements of the Act and the Trust Indenture Act
and the published rules and regulations of the Commission
thereunder.
Such counsel shall state that, although they do not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in any of the documents referred to in subclause
(xiii) of this Clause (c) or in the Registration Statement or the
Prospectus (except as and to the extent described in subclause (xi) of
this Clause (c)), they have no reason to believe that (i) any of the
documents referred to in subclause (xiii) of this Clause (c) when such
documents became effective or were so filed, as the case may be,
contained, in the case of a registration statement which became
effective under the Act, 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, in the
case of other documents which were filed under the Exchange Act with
the Commission, 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, in the case of other
documents which were filed under the Exchange Act with the Commission,
an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the
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light of the circumstances under which they were made when such
documents were so filed, not misleading; or (ii) as of its effective
date, the Registration Statement or any further amendment thereto made
by the Company prior to the Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion or belief) 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, as of its date, the Prospectus or any further
amendment or supplement thereto made by the Company prior to the Time
of Delivery (other than the financial statements and related schedules
therein, as to which such counsel need express no opinion or belief)
contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading or
that, as of the Time of Delivery, either the Registration Statement or
the Prospectus or any further amendment or supplement thereto made by
the Company prior to the Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion or belief) contains an untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; and they do not know of any amendment to
the Registration Statement required to be filed or of any contracts or
other documents of a character required to be filed as an exhibit to
the Registration Statement or required to be incorporated by reference
into the Prospectus or required to be described in the Registration
Statement or the Prospectus which are not filed or incorporated by
reference or described as required.
In rendering the opinions referred to in subclauses (ii)
(other than with respect to authorized capitalization), (iii), (iv),
(v), (ix) and (x) of this Clause (c), such counsel may rely upon an
opinion of Newton W. Wilson, III, Esq., Vice President, General
Counsel and Secretary of the Company, provided that such counsel shall
state that they believe that both you and they are justified in
relying upon such opinion.
In rendering such opinion, such counsel may (A) state that
their opinion is limited to matters governed by the Federal laws of
the United States, the laws of the State of New York and the State of
Texas, and the General Corporation Law of the State of Delaware and
(B) rely (to the extent such counsel deem proper and specify in their
opinion), as to matters involving the application of the laws of other
jurisdictions, upon the opinions of local counsel referred to in
subclauses (iii), (iv) and (ix) of this Clause (c).
(d) Graham, Thompson & Co., Bahamian counsel for the Company,
and Mochtar, Karuwin & Komar, Indonesian counsel for the Company,
shall have furnished to you their written opinions, dated the Time of
Delivery, in form and substance satisfactory to you, with respect to
such matters as you may reasonably request concerning UTEK and its
Guarantee.
(e) On the effective date of the Registration Statement and
the effective date of the most recently filed post-effective amendment
to the Registration Statement and also at the Time of Delivery, Price
Waterhouse shall have furnished to you a letter or letters, dated the
respective date of delivery thereof, in form and substance
satisfactory to you, to the effect set forth in Annex I hereto;
(f) (i) None of the Company or any of its subsidiaries or
Unimar shall have sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or
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contemplated in the Prospectus, which loss or interference is material
to the Company and its subsidiaries taken as a whole, and (ii) since
the respective dates as of which information is given in the
Prospectus there shall not have been any change in the capital stock
(other than (i) any shares of capital stock of the Company sold upon
the exercise of a subscription, option or warrant or the conversion of
a security outstanding on the date of this Agreement and (ii) any
shares of such capital stock, or other securities convertible or
exercisable or exchangeable for such shares, in either case issued
pursuant to any employee stock option or benefit plan of the Company
existing on the date of this Agreement) or any increase of more than
$25,000,000 in the consolidated short-term or long- term debt of the
Company or any change, or any development involving a prospective
change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case
described in Clause (i) or (ii), is in your judgment so material and
adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Notes being delivered at the
Time of Delivery on the terms and in the manner contemplated in the
Prospectus;
(g) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities or its
subsidiaries' preferred stock by any "nationally recognized
statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act and (ii) no
such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its
rating of any of the Company's debt securities or its subsidiary's
preferred stock;
(h) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New York
declared by either Federal or New York State authorities; or (iii) the
outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war if
the effect of any such event specified in this Clause (iii) in your
judgment makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Notes on the terms and in the
manner contemplated in the Prospectus; and
(i) The Company shall have furnished or caused to be
furnished to you at the Time of Delivery certificates of officers of
the Company and the Guarantors satisfactory to you as to the accuracy
of the representations and warranties of the Company herein at and as
of the Time of Delivery, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to the Time
of Delivery, and as to such other matters as you may reasonably
request, and the Company shall have furnished or caused to be
furnished certificates as to the matters set forth in subsections (a)
and (f) of this Section, and as to such other matters as you may
reasonably request.
8. (a) The Company will indemnify and hold each Underwriter
harmless against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Prospectus, the
Registration Statement or the Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter expressly for use therein; and provided, further,
that the Company shall not be liable to any Underwriter under the indemnity
agreement in this subsection (a) with respect to any Preliminary Prospectus to
the extent that any such loss, claim, damage or liability of such Underwriter
results from the fact that such Underwriter sold Notes to a person as to whom
it shall be established that there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference) in any case where
such delivery is required by the Act if the Company has previously furnished
copies thereof to such Underwriter and the loss,
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claim, damage or liability of such Underwriter results from an untrue statement
or omission of a material fact contained in the Preliminary Prospectus which
was corrected in the Prospectus (excluding documents incorporated by reference)
or in the Prospectus as then amended or supplemented (excluding documents
incorporated by reference).
(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter expressly for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by a party entitled to
indemnification under subsection (a) or (b) above (the "indemnified party") of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against a party required to provide
indemnification to such indemnified party under such subsection (the
"indemnifying party"), notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (which shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. In no event shall an
indemnifying party be liable for the fees and expenses of more than one counsel
(in addition to any local counsel), apart from counsel to such indemnifying
party, for all indemnified parties in connection with any one action or
separate but similar or related actions arising out of the same general
allegations or circumstances. No indemnifying party shall be liable for any
settlement of any such action effected without its consent, provided that such
consent is not unreasonably withheld or delayed.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Notes. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the
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statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each Underwriter agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Notes underwritten by such Underwriter and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
would have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(e) The obligations of the Company under this Section 8 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
each Underwriter under this Section 8 shall be in addition to any liability
which such Underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of the Act.
9. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on
behalf of the Underwriters or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Notes.
10. If for any reason any Notes are not delivered by or on
behalf of the Company as provided herein, the Company will reimburse the
Underwriters for all of their out-of-pocket expenses, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Notes not so delivered,
but the Company shall then be under no further liability to any Underwriter in
respect of the Notes not so delivered except as provided in Section 6 and
Section 8 hereof.
11. All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or
sent by mail, telex or facsimile transmission to Goldman, Sachs & Co. at 85
Broad Street, New York, N.Y. 10004, Attention: Registration Department; and if
to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: Secretary. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
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12. This Agreement shall be binding upon, and inure solely to
the benefit of the Underwriters, the Company and, to the extent provided in
Sections 8 and 9 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Notes from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.
13. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.
14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
15. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
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If the foregoing is in accordance with your understanding,
please sign and return to us nine counterparts hereof, and upon the acceptance
hereof by you this letter and such acceptance hereof shall constitute a binding
agreement between you and the Company.
Very truly yours,
UNION TEXAS PETROLEUM HOLDINGS, INC.
By:_____________________________________
Name:
Title:
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
________________________________________
(Goldman, Sachs & Co.)
CHEMICAL SECURITIES INC.
By:_____________________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:_____________________________________
Name:
Title:
SALOMON BROTHERS INC
By:_____________________________________
Name:
Title:
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ANNEX I
Pursuant to Section 7(e) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect
to the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and financial
statement schedules provided pursuant to Article 12 of Regulation S-X audited
by them and incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and the
applicable related published rules and regulations thereunder with respect to
Registration Statements on Form S-3; and they have made a review in accordance
with standards established by the American Institute of Certified Public
Accountants of the consolidated interim financial statements for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been furnished to the Underwriters;
(iii) On the basis of limited procedures, not constituting an audit
in accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements referred to below, a reading of
the latest available interim financial data of the Company and its
subsidiaries, a reading of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of the
Company and its subsidiaries responsible for financial and accounting matters
regarding the specified items for which representations are requested below,
nothing came to their attention as a result of the foregoing procedures that
caused them to believe that:
(A) at the date of the latest available interim financial data
and at a specified date not more than five days prior to the date of such
letter, there have been any changes in the consolidated capital stock
(other than issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included or
incorporated by reference in the Prospectus) or any increase in the
consolidated short-term or long-term debt of the Company and its
subsidiaries, or any decreases in consolidated net current assets
(working capital) or stockholders' equity or other items heretofore
determined with the Underwriters, or any increases in any items
heretofore determined with the Underwriters, in each case as compared
with amounts shown in the latest balance sheet included or incorporated
by reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter;
(B) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to the
specified date referred to in Clause (B) there were any decreases in
consolidated net revenues or operating profit or the total or per share
amounts of consolidated net income or other items heretofore determined
with the Underwriters, or any increases in any items heretofore
determined with the Underwriters, in each case as compared with the
comparable period of the preceding year, except in each case for
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
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(iv) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures referred
to in paragraphs (ii) and (iii) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and financial
information specified by the Underwriters which are derived from the general
accounting records of the Company and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference) or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by the
Underwriters or in documents incorporated by reference in the Prospectus
specified by the Underwriters, and have compared certain of such amounts,
percentages and financial information with the accounting records of the
Company and its subsidiaries and have found them to be in agreement.
2
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ANNEX II
MATERIAL SUBSIDIARIES
{UNION TEXAS PETROLEUM FIRST FINANCIAL CORPORATION
UNION TEXAS PETROLEUM ENERGY CORPORATION
UNION TEXAS INTERNATIONAL CORPORATION
UNION TEXAS EAST KALIMANTAN LIMITED
UNION TEXAS PAKISTAN, INC.
UNION TEXAS PETROLEUM LIMITED
UNION TEXAS PETROLEUM ALASKA CORPORATION
UNION TEXAS PRODUCTS CORPORATION
UNION TEXAS PETROCHEMICALS PIPELINE, INC.
UNISTAR, INC.}