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EXHIBIT 1.2
UNION TEXAS PETROLEUM HOLDINGS, INC.
COMMON STOCK
(PAR VALUE $.05 PER SHARE)
________________
Underwriting Agreement
(International Version)
______ __, 199_
SALOMON BROTHERS INTERNATIONAL LIMITED
CS FIRST BOSTON LIMITED
GOLDMAN SACHS INTERNATIONAL
MERRILL LYNCH INTERNATIONAL LIMITED
As representatives of the
several Underwriters named
in Schedule I hereto
c/o SALOMON BROTHERS INTERNATIONAL LIMITED
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Petroleum Associates, L.P. and KKR Partners II, L.P.
(together, the "Selling Stockholders"), propose, subject to the terms and
conditions stated herein, to sell to the Underwriters named in Schedule I
hereto (the "Underwriters") an aggregate of 2,000,000 shares (the "Firm
Shares") and, at the election of the Underwriters, up to 300,000 additional
shares (the "Optional Shares") of Common Stock, par value $.05 per share (the
"Stock"), of Union Texas Petroleum Holdings, Inc., a Delaware corporation (the
"Company"). The Firm Shares and the Optional Shares which the Underwriters
elect to purchase pursuant to Section 2 hereof are collectively referred to
herein as the "Shares".
It is understood and agreed to by all parties that the Company
and the Selling Stockholders are concurrently entering into an agreement, a
copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing
for the sale by the Selling Stockholders of up to a total of 9,200,000 shares
of Stock (the "U.S. Shares"), including the over-allotment option thereunder,
through arrangements with certain underwriters in the United States (the "U.S.
Underwriters"), for whom Salomon Brothers Inc, CS First Boston Corporation,
Goldman, Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated are acting as representatives. Anything herein or therein
to the contrary notwithstanding, the respective closings under this Agreement
and the U.S. Underwriting Agreement are hereby expressly made conditional on
one another. The Underwriters hereunder and the U.S. Underwriters are
simultaneously entering into an Agreement between U.S. and International
Underwriting Syndicates (the "Agreement between Syndicates") which provides,
among other things, for the transfer of shares of Stock between the two
syndicates and for consultation by the representatives hereunder with Salomon
Brothers Inc prior to exercising the rights of the Underwriters under Section 7
hereof. Two forms of prospectus are to be used in connection with the offering
and sale of shares of Stock contemplated by the foregoing, one relating to the
Shares hereunder and the other relating to the U.S. Shares. The latter form of
prospectus will be identical to the former except for certain substitute pages
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as included in the registration statement and amendments thereto as mentioned
below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the
context may otherwise require, references hereinafter to the Shares shall
include all the shares of Stock which may be sold pursuant to either this
Agreement or the U.S. Underwriting Agreement, and references herein to any
prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both the U.S. and the international versions
thereof.
In addition, this Agreement incorporates by reference certain
provisions from the U.S. Underwriting Agreement (including the related
definitions of terms, which are also used elsewhere herein) and, for purposes
of applying the same, references (whether in these precise words or their
equivalent) in the incorporated provisions to the "Underwriters" shall be to
the Underwriters hereunder, to the "Shares" shall be to the Shares hereunder as
just defined, to "this Agreement" (meaning therein the U.S. Underwriting
Agreement) shall be to this Agreement (except where this Agreement is already
referred to or as the context may otherwise require) and to the representatives
of the Underwriters or to Salomon Brothers Inc shall be to the addressees of
this Agreement and to Salomon Brothers International Limited ("SBIL"), and, in
general, all such provisions and defined terms shall be applied mutatis
mutandis as if the incorporated provisions were set forth in full herein having
regard to their context in this Agreement as opposed to the U.S. Underwriting
Agreement.
1. The Company hereby makes to the Underwriters, and each
Selling Stockholder hereby makes to the Underwriters and the Company, the same
respective representations, warranties and agreements as are set forth in
Section 1 of the U.S. Underwriting Agreement, which Section is incorporated
herein by this reference.
2. Subject to the terms and conditions herein set forth, (a)
each Selling Stockholder agrees, severally and jointly, to sell to the several
Underwriters the number of Firm Shares set forth opposite such Selling
Stockholder's name in Schedule II hereto, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Selling Stockholders at a
purchase price per share of $_____ the number of Firm Shares set forth opposite
the name of such Underwriter in Schedule I hereto; each Underwriter shall be
obligated to purchase from each Selling Stockholder at a purchase price per
share of $_____, that number of Firm Shares (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying the aggregate number of
Firm Shares to be sold by such Selling Stockholder as set forth opposite its
name in Schedule II hereto by a fraction, the numerator of which is the
aggregate number of Firm Shares to be purchased by such Underwriter as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the aggregate number of Firm Shares to be purchased by
all of the Underwriters from both of the Selling Stockholders hereunder and (b)
in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, each Selling
Stockholder agrees, severally and not jointly, to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Selling Stockholders, at the purchase price per share set
forth in clause (a) of this Section 2, that portion of the number of Optional
Shares as to which such election shall have been exercised (to be adjusted by
you so as to eliminate fractional shares) determined by multiplying the number
of Optional Shares set forth opposite such Selling Stockholder's name on
Schedule II hereto by a fraction the numerator of which is the maximum number
of Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of the Optional Shares which all of the
Underwriters are entitled to purchase hereunder.
The Selling Stockholders hereby grant to the Underwriters the
right to purchase at their election up to 300,000 Optional Shares, at the
purchase price per share set forth in the paragraph above, for the sole purpose
of covering over-allotments in the sale of the Firm Shares. Any such election
to purchase Optional Shares may be exercised by written notice from you to the
Selling Stockholders, given within a period of 30 calendar days after the date
of this Agreement and setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Selling Stockholders
otherwise agree in writing, earlier than two or later than ten business days
after the date of such notice.
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3. Upon the authorization by you of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon
the terms and conditions set forth in the Prospectus.
4. Certificates in definitive form for the Shares to be
purchased by each Underwriter hereunder, and in such denominations and
registered in such names as Salomon Brothers International Limited may request
upon at least forty-eight hours' prior notice to the Company and the Selling
Stockholders, shall be delivered by or on behalf of each Selling Stockholder to
you for the account of such Underwriter, against payment by such Underwriter or
on its behalf of the purchase price therefor by certified or official bank
check or checks, payable to the order of such Selling Stockholder, in New York
Clearing House funds, all at the office of Salomon Brothers Inc, Seven World
Trade Center, New York, New York, or through the facilities of The Depository
Trust Company. The time and date of such delivery and payment shall be, with
respect to the Firm Shares, 9:30 a.m., New York time, on _______ __, 199_ or at
such other time and date as you, the Company and the Selling Stockholders may
agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New
York time, on the date specified by you in the written notice given by you of
the Underwriters' election to purchase such Optional Shares, or at such other
time and date as you, the Company and the Selling Stockholders may agree upon
in writing. Such time and date for delivery of the Firm Shares is herein
called the "First Time of Delivery", such time and date for delivery of the
Optional Shares, if not the First Time of Delivery, is herein called the
"Second Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery." Such certificates will be made available for
checking and packaging at least twenty-four hours prior to each Time of
Delivery at such office of Salomon Brothers Inc.
5. The Company hereby makes with the Underwriters and each of
the Selling Stockholders the same agreements as are set forth in Section 5 of
the U.S. Underwriting Agreement, which Section is incorporated herein by this
reference.
6. The Company, each Selling Stockholder and the Underwriters
hereby agree with respect to certain expenses on the same terms as are set
forth in Section 6 of the U.S. Underwriting Agreement, which Section is
incorporated herein by this reference.
7. Subject to the provisions of the Agreement between
Syndicates, the obligations of the Underwriters hereunder shall be subject, in
their discretion, at each Time of Delivery to the condition that all
representations and warranties and other statements of the Company and of each
Selling Stockholder herein are, at and as of such Time of Delivery, true and
correct, the condition that the Company and each Selling Stockholder shall have
performed all of their respective obligations hereunder theretofore to be
performed, and additional conditions identical to those set forth in Section 7
of the U.S. Underwriting Agreement, which Section is incorporated herein by
this reference. The obligations of each Selling Stockholder hereunder shall be
subject, in its discretion, at each Time of Delivery, to conditions identical
to those applicable to it set forth in Section 7 of the U.S. Underwriting
Agreement.
8. (a) The Company will indemnify and hold harmless each
Underwriter 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 any Underwriter through SBIL expressly for use
therein or by either Selling Stockholder expressly for use therein; and
provided, further, that the Company shall not
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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 Shares 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, 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 Selling Stockholder (subject to the limitation on
indemnity set forth in subsection (g)) will indemnify and hold harmless each
Underwriter 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 statement 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 by such Selling Stockholder to the Company, or to an Underwriter
through you, expressly for use therein; 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 that such Selling Stockholder shall not be
liable to any Underwriter under the indemnity agreement in this subsection (b)
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 Shares 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, 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).
(c) Each Underwriter will indemnify and hold harmless the
Company and each Selling Stockholder against any losses, claims, damages or
liabilities to which the Company or such Selling Stockholder 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 through SBIL expressly
for use therein; and will reimburse the Company and such Selling Stockholder
for any legal or other expenses reasonably incurred by the Company or such
Selling Stockholder in connection with investigating or defending any such
action or claim as such expenses are incurred.
(d) Promptly after receipt by a party entitled to
indemnification under subsection (a), (b) or (c) above (the "indemnified
party") of notice of the commencement of any action, such indemnified party
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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.
(e) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a), (b) or (c) 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 and the Selling Stockholders on
the one hand and the Underwriters on the other from the offering of the Shares.
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 (d) 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 and the Selling Stockholders on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Stockholders 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
Shares purchased under this Agreement (before deducting expenses) received by
the Company and the Selling Stockholders on the one hand bear to the total
underwriting discounts and commissions received by the Underwriters on the
other with respect to the Shares purchased under this Agreement, 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 or either Selling Stockholder 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,
the Selling Stockholders and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this subsection (e) were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (e). 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 (e) 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 (e), (i) no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission and (ii) neither Selling Stockholder shall be
required to contribute any amount in excess of the amount by which proceeds
received by such Selling Stockholder from the Shares sold by it pursuant to
this Agreement exceeds that amount of any damages which such Selling
Stockholder has otherwise paid or become liable to pay by reason of any 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
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entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.
(f) The obligations of the Company and each Selling
Stockholder under this Section 8 shall be in addition to any liability which
the Company and such Selling Stockholder 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 the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
partner of each Selling Stockholder and to each person, if any, who controls
the Company and each Selling Stockholder within the meaning of the Act.
(g) Notwithstanding the foregoing, in no event shall either
Selling Stockholder be required to pay an amount in indemnification and
contribution under subsection (b) above in excess of the total proceeds
received by such Selling Stockholder from the Shares sold by it pursuant to
this Agreement.
(h) With respect to rights and obligations of the Company and
the Selling Stockholders vis a vis each other, nothing in this Section 8 shall
be construed to modify or supersede such rights and obligations as set forth in
the Amended and Restated Registration Rights Agreement dated as of September
30, 1987 among the Company, the predecessor to Allied Signal, Inc. and the
Selling Stockholders and the letter dated April 20, 1995 from the Selling
Stockholders to the Company (and Allied Signal, Inc.).
9. (a) If any Underwriter shall default in its obligation to
purchase the Shares which it has agreed to purchase hereunder at a Time of
Delivery, you may in your discretion arrange for you or another party or other
parties to purchase such Shares on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Shares, then the Selling Stockholders shall be entitled to
a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Shares on such terms. In
the event that, within the respective prescribed periods, you notify the
Selling Stockholders that you have so arranged for the purchase of such Shares,
or the Selling Stockholders notify you that they have so arranged for the
purchase of such Shares, you or the Selling Stockholders shall have the right
to postpone such Time of Delivery for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion and the opinion
of the Company may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section 9 with
like effect as if such person had originally been a party to this Agreement
with respect to such Shares.
(b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all the Shares to be purchased at such Time of
Delivery, then the Selling Stockholders shall have the right to require each
non-defaulting Underwriter to purchase the number of Shares which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the number of Shares which such Underwriter agreed to purchase
hereunder) of the Shares of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased exceeds one-eleventh of the
aggregate number of all the Shares to be purchased at such Time of Delivery, or
if the Selling Stockholders shall
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not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or
Underwriters, then this Agreement (or, with respect to the Second Time of
Delivery, the obligations of the Underwriters to purchase and of the Selling
Stockholders to sell the Optional Shares) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company or the
Selling Stockholders, except for the expenses to be borne by the Company, the
Selling Stockholders and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company, each Selling Stockholder and
the several Underwriters, as set forth in this Agreement or made by or on
behalf of them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company or the Selling Stockholders, or any
officer or director or controlling person of the Company or the Selling
Stockholders, and shall survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section
9 hereof, neither the Company nor the Selling Stockholders shall then be under
any liability to any Underwriter except as provided in Section 6 and Section 8
hereof; but, if for any other reason any Shares are not delivered by or on
behalf of either Selling Stockholder as provided herein, the Company will
reimburse the Underwriters through SBIL for all of their out-of-pocket
expenses approved in writing by SBIL, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Shares not so delivered, but the Company and
the Selling Stockholders shall then be under no further liability to any
Underwriter in respect of the Shares not so delivered except as provided in
Section 6 and Section 8 hereof.
12. In all dealings hereunder, you shall act on behalf of
each of the Underwriters, and the parties hereto shall be entitled to act and
rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by you.
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 the Underwriters in care of SBIL,
Seven World Trade Center, New York, New York 10048, Attention: ______, Telex
No. ______, facsimile transmission no. ______; if to either Selling Stockholder
shall be delivered or sent by mail, telex or facsimile transmission to such
Selling Stockholder at ______________, Attention: _________; 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; provided, however, that any notice to an Underwriter pursuant to
Section 8(d) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company or either Selling Stockholder by SBIL upon request.
Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.
13. This Agreement shall be binding upon, and inure solely
to the benefit of, the Underwriters, the Company and the Selling Stockholders
and, to the extent provided in Sections 8 and 10 hereof, the officers and
directors of the Company and the partners of either Selling Stockholder and
each person who controls the Company, either Selling Stockholder 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 Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
14. No partner of either Selling Stockholder or any successor
general partner or such Selling Stockholder shall have any personal liability
for the performance of any of such Selling Stockholder's obligations hereunder,
and any liability or obligation of such Selling Stockholder arising hereunder
shall be limited to and satisfied only out of the property of such Selling
Stockholder.
15. Time shall be of the essence of this Agreement.
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16. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
17. 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, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Company and the Selling Stockholders.
Very truly yours,
UNION TEXAS PETROLEUM
HOLDINGS, INC.
By:___________________________________________
Name:
Title:
PETROLEUM ASSOCIATES, L.P.
By:__________________________________________
Name:
Title:
KKR PARTNERS II, L.P.
By:__________________________________________
Name:
Title:
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Accepted as of the date hereof
at New York, New York:
SALOMON BROTHERS INTERNATIONAL LIMITED
CS FIRST BOSTON LIMITED
GOLDMAN SACHS INTERNATIONAL
MERRILL LYNCH INTERNATINOAL LIMITED
By: SALOMON BROTHERS INTERNATIONAL LIMITED,
representative of the Underwriters
By: ______________________________________
Name:_________________________________
Title: _______________________________
10
11
SCHEDULE I
Number of
Optional Shares
Total Number to be Purchased
of Firm Shares if Maximum
Underwriter to be Purchased Option Exercised
----------- --------------- ----------------
Salomon Brothers International Limited . . . . . . .
CS First Boston Limited . . . . . . . . .
Goldman Sachs International . . . . . . . . . . . .
Merrill Lynch International Limited . . . . . . . . . ______________ ______________
Total . . . . . . . . . . . . . . . . . . 2,000,000 300,000
================== ================
12
SCHEDULE II
Number of
Optional Shares
Total Number to be Sold
of Firm Shares if Maximum
SELLING STOCKHOLDER to be Sold Option Exercised
- ------------------- -------------- ----------------
Petroleum Associates, L.P. . . . . . . . . . . . . .
KKR Partners II, L.P. . . . . . . . . . . . . . . .