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EXHIBIT 1
UNDERWRITING AGREEMENT
, 199
Amoco Company and
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Amoco Company, a Delaware
corporation (the "Company"), proposes to issue and sell [(i)] [Currency and
Principal Amount] aggregate initial offering price of [Full Title of Debt
Securities] (the "Debt Securities"), which are to be unconditionally guaranteed
as to payments of principal, premium, if any, and interest, if any (the
"Guarantees"), by Amoco Corporation, an Indiana corporation (the "Guarantor")[,
and (ii) warrants (the "Debt Warrants") to purchase [Currency and
Principal Amount] aggregate initial offering price of its [Full Title of Debt
Securities] (the "Debt Warrant Securities")]. [(The Debt Securities and the Debt
Warrants, but not the Debt Warrant Securities, are collectively referred to
herein as the "Offered Securities.") The Debt Securities [and the Debt Warrant
Securities] will be issued pursuant to the provisions of an Indenture dated as
of August 1, 1997 (the "Indenture") among the Company, the Guarantor and The
Chase Manhattan Bank, as Trustee (the "Trustee") [and the Debt Warrants will be
issued pursuant to the provisions of a Debt Warrant Agreement dated as of
(the "Debt Warrant Agreement") between the Company and [Name of
Debt Warrant Agent], as Debt Warrant Agent].
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell, the Guarantor agrees to guarantee,
and the Underwriters agree to purchase, severally and not jointly, the
respective principal amount of Debt Securities [and numbers of Debt Warrants]
set forth below opposite their names at a purchase price of % of the
principal amount of Debt Securities[, plus accrued interest, if any, from [Date
of Offered Securities] to the date of payment and delivery] [and at a purchase
price of $ per Debt Warrant]:
PRINCIPAL AMOUNT OF
NAME DEBT SECURITIES
---- -------------------
[Morgan Stanley & Co. Incorporated].........................
[Morgan Stanley International]..............................
--------
Total.............................................
========
NUMBER OF DEBT
NAME WARRANTS
---- -------------------
[Morgan Stanley & Co. Incorporated].........................
[Morgan Stanley International]..............................
--------
Total.............................................
========
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[The principal amount of Debt Securities and number of Debt Warrants to be
purchased by the several Underwriters shall be reduced by the aggregate
principal amount of Debt Securities and number of Debt Warrants sold pursuant to
delayed delivery contracts.]
The Underwriters will pay for the Offered Securities [(less any Offered
Securities sold pursuant to delayed delivery contracts)] upon delivery thereof
at [office] at a.m. (New York time; on , 199 , or at such
other time, not later than [ p.m.] (New York time) on , 199 , as
shall be designated by the Manager. The time and date of such payment and
delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated , 199 , and the Prospectus Supplement dated ,
199 , including the following:
TERMS OF DEBT SECURITIES
Title:
[ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due
Aggregate Principal Amount:
[$]
Price to Public:
% of the principal amount of the Debt Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Purchase Price by Underwriters:
% of the principal amount of the Debt Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Specified Funds for Payment of Purchase Price:
Indenture:
Indenture dated as of August 1, 1997, among the Company, the Guarantor and
The Chase Manhattan Bank, as Trustee
Maturity Date:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
and commencing , (Interest Accrues from
, )
Redemption Provisions:
[No provisions for redemption]
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[The Debt Securities may be redeemed, otherwise than through the sinking
fund, in whole or in part at the option of the Company, in the amount of
[$] or an integral multiple thereof, [on or after ,
at the following redemption prices (expressed in percentages of
principal amount). if [redeemed on or before , %, and if]
redeemed during the 12-month period beginning .
REDEMPTION
YEAR PRICE
---- ----------
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.] [on any interest payment
date falling in or after , , at the election of the
Company, at a redemption price equal to the principal amount thereof, plus
accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[RESTRICTION ON REFUNDING]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Debt Securities are entitled to the benefit of a sinking fund to
retire [$] principal amount of Debt Securities on in
each of the years through at 100% of their principal amount plus
accrued interest] [ , together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional [$]
principal amount of Debt Securities in the years through
at 100% of their principal amount plus accrued interest].
[If Debt Securities are extendible debt securities, insert --
Extendible Provisions:
Debt Securities are repayable on , [insert date and
years], at the option of the holder, at their principal amount with accrued
interest. Initial annual interest rate will be %, and thereafter
annual interest rate will be adjusted on , and to a
rate not less than % of the effective annual interest rate on U.S.
Treasury obligations with -year maturities as of the [insert date 15
days prior to maturity date] prior to such [insert maturity date].]
[If Debt Securities are Floating Rate debt securities, insert --
Floating Rate Provisions:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , ,
and ] [to an annual rate of % above the average
rate for -year [month] [securities] [certificates of deposit] issued by
and [insert names of banks],] [and the annual interest
rate [thereafter] [from through ] will be the
interest yield equivalent of the weekly average per annum market discount
rate for -month Treasury bills plus % of Interest Differential (the
excess, if any, of (i) then current weekly average per annum secondary
market yield for -month certificates of deposit over (ii) then current
interest yield equivalent of the weekly average per annum market discount
rate for -month Treasury bills); [from and thereafter
the rate will be the then current interest yield equivalent plus % of
Interest Differential).]
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Defeasance Provisions:
Form and Denomination:
Time of Delivery:
Closing Location:
Names and Addresses of Manager:
Manager:
Address for Notices, etc.
Other Terms:
TERMS OF DEBT WARRANTS
[Number of Debt Warrants issued with each $ principal amount of
Debt Securities:]
[Detachable Date:]
Exercise Date:
Expiration Date:
Exercise Price:
Principal amount of Debt Warrant Securities purchasable upon exercise of
one Debt Warrant:
Form:
[Other Terms:]
TERMS OF DEBT WARRANT SECURITIES
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Form and Denomination:
[Other Terms]:
[The commission to be paid to the Underwriters in respect of the Offered
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be % of the principal amount of the Debt Securities so
purchased [and $ per Debt Warrant so purchased].]
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All provisions contained in the document entitled Amoco Company
Underwriting Agreement Standard Provisions (Debt Securities and Warrants to
Purchase Debt Securities) dated , 199 , a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, (iii) if
the Offered Securities do not include Debt Warrants, then all references in such
document to Debt Warrant Securities shall not be deemed to be a part of this
Agreement and (iv) all references in such document to a type of agreement that
has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
[MORGAN STANLEY & CO. INCORPORATED]
[MORGAN STANLEY INTERNATIONAL]
Acting severally on behalf of themselves
and the several Underwriters named herein
By: [MORGAN STANLEY & CO. INCORPORATED]
[MORGAN STANLEY INTERNATIONAL]
By:
------------------------------------------
Name:
Title:
Accepted: , 199
AMOCO COMPANY
By:
- ----------------------------------------------------------
Name:
Title:
Accepted: , 199
AMOCO CORPORATION
By:
- ----------------------------------------------------------
Name:
Title:
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AMOCO COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES AND WARRANTS
TO PURCHASE DEBT SECURITIES)
, 199
From time to time, Amoco Company, a Delaware corporation (the "Company"),
and Amoco Corporation, an Indiana corporation (the "Guarantor"), may enter into
one or more underwriting or other agreements that provide for the sale of
designated securities, guaranteed by the Guarantor, to the several underwriters
named therein. The standard provisions set forth herein may be incorporated by
reference in any such underwriting agreement (an "Underwriting Agreement"). The
Underwriting Agreement, including the provisions incorporated therein by
reference, is herein sometimes referred to as this Agreement. Terms defined in
the Underwriting Agreement are used herein as therein defined.
The Company and the Guarantor have filed with the Securities and Exchange
Commission (the "Commission") two registration statements (Nos. 33-11635 and
33- ), including a prospectus, relating to the Debt Securities and Debt
Warrants and to the unconditional guarantee by the Guarantor of payment of
principal, premium, if any, and interest, if any (the "Guarantees"), and have
filed with, or transmitted for filing to, or shall promptly hereafter file with
or transmit for filing, to, the Commission a prospectus supplement (the
"Prospectus Supplement") specifically relating to the Offered Securities and
related Guarantees (the "Offered Guarantees") and the Debt Warrant Securities
pursuant to Rule 424 under the Securities Act of 1933, as amended (the
"Securities Act"). The term "Registration Statement" means the two registration
statements referred to above, including the exhibits thereto, as amended to the
date of this Agreement. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus together with the Prospectus Supplement. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Offered Securities, the Offered Guarantees and the Debt Warrant Securities,
together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company and the Guarantor
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
The term Contract Securities means the Offered Securities to be purchased
pursuant to the delayed delivery contracts substantially in the form of Schedule
I hereto, with such changes therein as the Company may approve (the "Delayed
Delivery Contracts"). The term "Underwriters' Securities" means the Offered
Securities other than Contract Securities.
1. Representations and Warranties. The Company and the Guarantor represent
and warrant to and agree with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or, to the knowledge
of the Company and the Guarantor, threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective,
did not contain, and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not
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misleading, (iii) the Registration Statement and the Prospectus comply,
and, as amended or supplemented, if applicable, will comply in all material
respects with the Securities Act and the applicable rules and regulations
of the Commission thereunder and (iv) the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and
warranties set forth in this Section 1(b) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus based upon
information relating to any Underwriter furnished to the Company and/or the
Guarantor in writing by such Underwriter through the Manager expressly for
use therein or (B) to that part of the Registration Statement that
constitutes the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the
Trustee.
(c) The Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida).
2. Delayed Delivery Contracts. If the Prospectus provides for sales of
Offered Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities on
the terms and subject to the conditions set forth in the Prospectus pursuant to
Delayed Delivery Contracts substantially in the form of Schedule I hereto but
with such changes therein as the Company may authorize or approve. Delayed
Delivery Contracts may be entered into only with institutional investors
approved by the Company of the types set forth in the Prospectus. On the Closing
Date, the Company will pay to the Manager as compensation for the accounts of
the Underwriters the commission set forth in the Underwriting Agreement in
respect of the Contract Securities. The Underwriters will not have any
responsibility in respect of the validity of the performance of any Delayed
Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be applied in
other proportions and so advises the Company; provided, however, that the total
amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.
3. Public Offering. The Company and the Guarantor are advised by the
Manager that the Underwriters propose to make a public offering of their
respective portions of the Underwriters' Securities after this Agreement has
been entered into in accordance with the terms of the Underwriting Agreement.
The terms of the public offering of the Underwriters' Securities are set forth
in the Prospectus.
4. Purchase and Delivery. Except as otherwise provided in this Section 4
or in the Underwriting Agreement, payment for the Underwriters' Securities shall
be made at the time and place set forth and in the funds specified in the
Underwriting Agreement, upon delivery to the Manager for the respective accounts
of the several Underwriters of the Underwriters' Securities, registered in such
names and in such denominations as the Manager shall request in writing not less
than one full business day prior to the date of delivery, with any transfer
taxes payable in connection with the transfer of the Underwriters' Securities to
the Underwriters duly paid.
Delivery on the Closing Date of any Underwriters' Securities that are (i)
Debt Securities in bearer form shall be effected by delivery of a single
temporary global Debt Security without coupons (the "Global Debt Security")
evidencing the Offered Securities that are Debt Securities in bearer form and
(ii) Debt Warrants in bearer form shall be effected only by delivery of a single
permanent global Debt Warrant (the "Global Debt Warrant") evidencing the Offered
Securities that are Debt Warrants in bearer form, in each case to a common
depositary for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear"), and for Cedel Bank, societe
anonyme ("Cedel Bank") for credit to the respective accounts at Euroclear or
Cedel Bank of each Underwriter or to such other accounts as such Underwriter may
direct. Any Global Debt Security or Global Debt Warrant shall be delivered to
the Manager
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not later than the Closing Date, against payment of funds to the Company in the
net amount due to the Company for such Global Debt Security or Global Debt
Warrant, as the case may be, by the method and in the form set forth in the
Underwriting Agreement. The Company shall cause definitive Debt Securities in
bearer form to be prepared and delivered in exchange for such Global Debt
Security in such manner and at such time as may be provided in or pursuant to
the Indenture; provided, however, that the Global Debt Security shall be
exchangeable for definitive Debt Securities in bearer form only on or after the
date specified for such purpose in the Prospectus. Debt Warrants in bearer form
shall be evidenced only by a Global Debt Warrant until their expiration.
5. Conditions to Closing. The several obligations of the Underwriters
hereunder are subject to the following conditions:
(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,
(i) there shall not have occurred any downgrading, nor shall any
written notice have been given of any intended or potential downgrading
in the rating accorded any of the Company's securities or the
Guarantor's securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and
(ii) there shall have been no material adverse change (not in the
ordinary course of business) in the financial condition of the Guarantor
and its subsidiaries, taken as a whole, or the Company and its
subsidiaries, taken as a whole, from that set forth in the Registration
Statement and the Prospectus.
(b) The Manager shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Company
and the Guarantor, to the effect set forth in clause (a)(i) above and to
the effect that the representations and warranties of the Company and the
Guarantor contained in this Agreement are true and correct as of the
Closing Date and that the Company and the Guarantor have complied with all
of the agreements and satisfied all of the conditions on their part to be
performed or satisfied on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.
(c) The Manager shall have received on the Closing Date an opinion or
opinions of counsel for the Company and the Guarantor (who may be an
employee or employees of the Company or the Guarantor), dated the Closing
Date, substantially in the form agreed upon by the Company, the Guarantor,
and the Underwriters at or prior to the time the Underwriters agree to
purchase the Offered Securities. In rendering such opinion, such counsel
may rely as to all matters governed by New York law upon the opinion
referred to in subsection (d) of this Section.
(d) The Manager shall have received on the Closing Date an opinion or
opinions of Simpson Thacher & Bartlett, special counsel for the
Underwriters, dated the Closing Date, with respect to the incorporation of
the Company and the Guarantor, the validity of the Indenture, the Offered
Securities, the Offered Guarantees, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as the
Manager may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them to
pass upon such matters. In rendering such opinion or opinions, such counsel
may rely as to all matters governed by Indiana law upon the opinion
referred to in subsection (c) of this Section.
(e) The Manager shall have received on the Closing Date a letter,
dated the Closing Date, in form and substance satisfactory to the Manager,
from the independent public accountants of the Company and the Guarantor,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters in similar types of
transactions with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Prospectus.
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6. Covenants of the Company and the Guarantor. In further consideration of
the agreements of the Underwriters herein contained, the Company and the
Guarantor each covenant as follows:
(a) To furnish the Manager, without charge, two copies of the
Registration Statement (including exhibits thereto) and any supplements and
amendments thereto and, during the period mentioned in paragraph (c) below,
as many copies of the Prospectus, any documents incorporated by reference
therein and any supplements and amendments thereto as the Manager may
reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities and Offered Guarantees,
to furnish to the Manager a copy of each such proposed amendment or
supplement.
(c) If, during such period after the first date of the public offering
of the Offered Securities and Offered Guarantees as in the opinion of
counsel for the Underwriters the Prospectus is required by law to be
delivered in connection with sales by an Underwriter or dealer, any event
shall occur or condition exist as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare, file with the
Commission and furnish, at their own expense, to the Underwriters, either
amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will
comply with law.
(d) To endeavor to qualify the Offered Securities and the Offered
Guarantees for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Manager shall reasonably request and to maintain such
qualification for as long as the Manager shall reasonably request, provided
that in connection therewith, neither the Company nor the Guarantor shall
be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdictions.
(e) To make generally available to their security holders as soon as
practicable an earning statement covering a twelve-month period beginning
on the first day of the first full fiscal quarter after the date of this
Agreement, which earning statement shall satisfy the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder.
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date or seven
calendar days from the date of the Underwriting Agreement, whichever is
earlier, not to offer, sell, contract to sell or otherwise dispose of (i)
any debt securities of the Company or the Guarantor or warrants to purchase
debt securities of the Company or the Guarantor substantially similar to
the Offered Securities (other than (A) the Offered Securities and (B)
commercial paper) or (ii) any guarantees of the Guarantor of debt
securities (of the Company or another issuer) which are substantially
similar to the Offered Securities (other than (A) the Offered Guarantees
and (B) guarantees of commercial paper of any subsidiary of the Company or
the Guarantor), without the prior written consent of the Manager.
(g) Whether or not any sale of Offered Securities is consummated, to
pay all expenses incident to the performance of their respective
obligations under this Agreement, including: (i) the preparation and filing
of the Registration Statement and the Prospectus and all amendments and
supplements thereto, (ii) the preparation, issuance and delivery of the
Offered Securities and the Offered Guarantees, (iii) the fees and
disbursements of the counsel and accountants of the Company and the
Guarantor and of the Trustee and its counsel, (iv) the qualification of the
Offered Securities and the Offered Guarantees under securities or Blue Sky
laws in accordance with the provisions of Section 6(d), including filing
fees and the fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of any Blue Sky
or Legal Investment Memoranda, (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto and of the Prospectus and
any amendments or supplements thereto, (vi) any fees charged by rating
agencies for the rating of the Offered Securities and (vii) the fees and
expenses, if any,
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incurred with respect to any filing with the National Association of
Securities Dealers, Inc. It is understood and agreed, however, that except
as provided in this Section, Section 8 and Section 11 hereof, the Manager
and Underwriters will pay all of their own costs and expenses, including
costs and expenses of their counsel, transfer taxes on resale of any of the
Offered Securities by them, and any advertising expenses connected with any
offers they may make.
7. Covenants of the Underwriters. Each of the several Underwriters
represents and agrees with the Company that with respect to Debt Securities sold
outside the United States or its possessions, it will comply with or observe any
restrictions or limitations set forth in the Prospectus on persons to whom, or
the jurisdictions in which, or the manner in which, the Debt Securities may be
offered, sold, resold or delivered.
8. Indemnification and Contribution. (a) The Company and the Guarantor
jointly and severally agree to indemnify and hold harmless each Underwriter and
each person, if any, who controls such Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Underwriter
or any such controlling person in connection with investigating or defending any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Underwriter
furnished to the Company or the Guarantor in writing by such Underwriter through
the Manager expressly for use therein; provided, however, that the Company and
the Guarantor shall not be liable to any Underwriter under the indemnity
agreement in this paragraph (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 Offered Securities to a person
to whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Prospectus (not including the documents incorporated
therein by reference) (or of the Prospectus (not including the documents
incorporated therein by reference) as then amended or supplemented) if the
Company and/or the Guarantor had previously furnished copies thereof to such
Underwriter.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantor, the directors of either, the
officers of either who sign the Registration Statement and any person
controlling the Company or the Guarantor within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company and the Guarantor to such Underwriter,
but only with reference to information relating to such Underwriter furnished to
the Company or the Guarantor in writing by such Underwriter through the Manager
expressly for use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to either paragraph (a) or (b) above, such person (the "indemnified
party") shall promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and
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expenses of more than one separate firm (in addition to any local counsel
required to be admitted in that jurisdiction for the purpose of complying with
the local rules of judicial practice and procedure in such jurisdiction) for all
such indemnified parties. Such firm shall be designated in writing by the
Manager, in the case of parties indemnified pursuant to paragraph (a) above, and
by the Company and the Guarantor, in the case of parties indemnified pursuant to
paragraph (b) above. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reasons of such settlement or judgment.
(d) To the extent the indemnification provided for in paragraph (a) or (b)
of this Section 8 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantor on the one hand and the
Underwriters on the other hand from the offering of the Offered Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company and the Guarantor on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor
on the one hand and the Underwriters on the other hand in connection with the
offering of the Offered Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of such Offered Securities
(before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus Supplement, bear to the
aggregate public offering price of the Offered Securities. The relative fault of
the Company and the Guarantor on the one hand and of the Underwriters on the
other hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
and the Guarantor or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 8 are several in proportion to the respective principal
amounts of Offered Securities they have purchased hereunder, and not joint.
(e) The Company, the Guarantor and the Underwriters agree that it would not
be just or equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Offered
Securities and Offered Guarantees underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 8 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
9. Termination. This Agreement shall be subject to termination, by notice
given by the Manager to the Company and the Guarantor, if (a) after the
execution and delivery of the Underwriting Agreement and prior to the Closing
Date (i) trading generally shall have been suspended or materially limited on or
by, as the case
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may be, the New York Stock Exchange, (ii) a general moratorium on commercial
banking activities in New York shall have been declared by either Federal or New
York State authorities or (iii) there shall have occurred any material outbreak
or escalation of hostilities or other national or international calamity or
crisis of such magnitude in its effect on the financial markets of the United
States as, in the reasonable judgment of the Manager, will prevent or materially
impair the marketing of the Offered Securities on the terms and in the manner
contemplated in the Prospectus.
10. Defaulting Underwriters. If, on the Closing Date, any one or more of
the Underwriters shall fail or refuse to purchase Offered Securities that it has
or they have agreed to purchase hereunder on such date, and the aggregate amount
of Offered Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase is not more than one-tenth of the aggregate
amount of the Offered Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the amount of
Offered Securities set forth opposite their respective names in the Underwriting
Agreement bears to the aggregate amount of Offered Securities set forth opposite
the names of all such non-defaulting Underwriters, or in such other proportions
as the Manager may specify, to purchase the Offered Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the amount of Offered Securities
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such amount of Offered Securities without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Offered Securities and the aggregate amount of Offered
Securities with respect to which such default occurs is more than one-tenth of
the aggregate amount of Offered Securities to be purchased on such date, and
arrangements satisfactory to the Manager and the Company and the Guarantor for
the purchase of such Offered Securities are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company or the Guarantor. In any such case
either the Manager or the Company and the Guarantor shall have the right to
postpone the Closing Date but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
11. Default by Company or Guarantor. If this Agreement shall be terminated
by the Underwriters, or any of them, because of any failure or refusal on the
part of the Company or the Guarantor to comply with the terms or to fulfill any
of the conditions of this Agreement, or if for any reason the Company or the
Guarantor shall be unable to perform its respective obligations under this
Agreement, the Company and the Guarantor will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Underwriters in connection with
this Agreement or the offering of the Offered Securities and Offered Guarantees,
but the Company and the Guarantor shall then be under no further liability to
any Underwriter with respect to such Offered Securities and Offered Guarantees
except as provided in Sections 6(g) and 8 hereof, and provided that
notwithstanding anything contained herein to the contrary, the Company and the
Guarantor shall not be under any liability to any Underwriter with respect to
the Offered Securities or the Offered Guarantees (including without limitation
any out-of-pocket expenses) if any Underwriter shall default on its obligation
to purchase Offered Securities and such Offered Securities (or any other Offered
Securities) shall not have been purchased by another Underwriter under the terms
of the Underwriting Agreement.
12. Representations and Indemnities to Survive. The respective indemnity
and contribution agreements and the representations, warranties and other
statements of the Company and the Guarantor, their respective officers and the
Underwriters set forth in this Agreement will remain in full force and effect,
regardless of any termination of this Agreement, any investigation made by or on
behalf of any Underwriter or the Company or the Guarantor or any of the
officers, directors or controlling persons referred to in Section 8 and delivery
of and payment for the Offered Securities.
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13. Successors. This Agreement will enure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers,
directors and controlling persons referred to in Section 8, and no other person
will have any right or obligation hereunder.
14. Counterparts. The Underwriting Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
15. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
16. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
17. Notices. In all dealings hereunder, the Manager 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 the Manager.
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 address of the Manager as set forth in the
Underwriting Agreement; 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: Treasurer; and if to the Guarantor shall be
delivered or sent by mail, telex or facsimile transmission to the address of
Amoco Corporation set forth in the Registration Statement, Attention: Treasurer;
provided however, that any notice to an Underwriter pursuant to Section 8 hereof
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in the Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company and the Guarantor by the Manager upon request. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.
18. Miscellaneous. Time shall be of the essence of this Agreement. As used
herein "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
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SCHEDULE I
DELAYED DELIVERY CONTRACT
, 199
Dear Sirs:
The undersigned hereby agrees to purchase from Amoco Company, a Delaware
corporation (the "Company"), and the Company agrees to sell to the undersigned
the Company's securities described in Schedule A annexed hereto, which are
guaranteed as to payment of principal, premium, if any, and interest, if any, by
Amoco Corporation, an Indiana corporation (the "Securities"), offered by the
Company's Prospectus dated , 19 and Prospectus Supplement dated
, 19 , receipt of copies of which are hereby acknowledged, at a
purchase price stated in Schedule A and on the further terms and conditions set
forth in this Agreement. The undersigned does not contemplate selling Securities
prior to making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amount and numbers on the delivery dates set forth in Schedule A. Each such date
on which Securities are to be purchased hereunder is hereinafter referred to as
a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order by
funds at the office of , New York, N.Y.,
at 10:00 A.M. (New York time) on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned on the Delivery
Date, in such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this Agreement.
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this Agreement is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding agreement, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
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This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Yours very truly,
---------------------------------
(Purchaser)
By
-------------------------------
(Title)
---------------------------------
---------------------------------
(Address)
Accepted:
AMOCO COMPANY
By
---------------------------------------
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
TELEPHONE NO.
NAME (INCLUDING AREA CODE) DEPARTMENT
---- --------------------- ----------
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SCHEDULE A
SECURITIES:
PRINCIPAL AMOUNTS OR NUMBERS TO BE PURCHASED:
PURCHASE PRICE:
DELIVERY DATES:
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Annex I
[Form of Opinion of Counsel for the Company and the Guarantor]
[Date]
[Name and Address of Manager]
Dear Sirs:
[I am [ ] of Amoco Company, a Delaware
corporation (the "Company") and [ ] of Amoco
Corporation, an Indiana corporation (the "Guarantor").] I have
acted as legal counsel to the Company and the Guarantor, in
connection with the authorization and issuance by the Company of
$__________ in principal amount of [name of security],
unconditionally and irrevocably guaranteed by the Guarantor (the
"Securities") to be issued pursuant to the provisions of the
Indenture dated as of August 1, 1997 (the "Indenture") among
the Company, the Guarantor and The Chase Manhattan Bank,
as trustee (the "Trustee"). This opinion is furnished
to you pursuant to Section 5(c) of the Amoco Company
Underwriting Agreement Standard Provisions (Debt Securities and
Warrants to Purchase Debt Securities) dated ________ __, 199_
(the "Standard Provisions") between you, as Manager of the
several underwriters ("Underwriters"), and the Company and the
Guarantor, relating to the terms and conditions of the sale by
the Company and the purchase by the Underwriters, severally, of
debt securities to be issued pursuant to the Indenture. The
specific terms and conditions of the same and purchase of the
Securities are set forth in the Underwriting Agreement dated
________ __, 199_ (together with the Standard Provisions, the
"Underwriting Agreement") between you, as Manager of the
Underwriters, and the Company and the Guarantor.
As such counsel, I have reviewed all action taken by the Company
in connection with the authorization of the Securities and the
Guarantor in connection with the authorization of the guarantees
(the "Guarantees") which are part of the Securities; the
Indenture; the Registration Statements on Form S-3 (File No.
33-11635 and 333- ) filed by the Company and the Guarantor with
the Securities and Exchange Commission (the "Commission") as
amended to the date of the Underwriting Agreement (the
"Registration Statements"); the prospectus included therein, as
supplemented by the prospectus supplement specifically relating
to the Securities (collectively, the "Prospectus") and the
exhibits thereto and the documents incorporated by reference
therein; the Underwriting Agreement; and the execution of the
Securities, the Guarantees, the Underwriting Agreement and the
Indenture. I have also made such other legal and factual
inquiries as I have determined advisable for the purpose of this
18
opinion, and I am, to the extent deemed advisable by me, basing
this opinion upon certificates satisfactory to me of one or more
officers of the Company and the Guarantor as to factual matters
and on certain certificates and assurances from public officials.
I have assumed the authenticity of all such certificates of
public officials and the genuineness of all signatures thereon.
Terms used in this opinion letter which are not defined herein
but which are defined, either directly or by cross reference, in
the Indenture are used herein with the respective meanings
assigned to such terms in the Indenture.
I am qualified to practice law in the State of Illinois, and the
opinions hereinafter expressed are limited to the laws of that
State, the Business Corporation Law of the State of Indiana, the
General Corporation Law of the State of Delaware, and the federal
law of the United States of America. As to all matters relating
to New York law, I have relied for purposes of this opinion on
the opinion delivered to you this date in connection with the
Indenture by [ ] and my opinion is subject to the
exceptions and qualifications set forth therein.
Based upon,and subject to the foregoing, and subject to the
qualifications set forth herein, I am of the opinion that:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of
Delaware; Amoco has been duly incorporated and is a
corporation in existence under the laws of the State of
Indiana. The Company and the Guarantor have the corporate
power and authority to own their properties and conduct
their businesses as described in the Registration Statements
and are duly qualified to do business as a corporation in
good standing in each jurisdiction in which, in my opinion,
such qualification is required, or if in any jurisdiction
the Company or the Guarantor is not so qualified, the
failure to so qualify does not, considering all such cases
in the aggregate, involve a material risk to the business,
properties, financial position or results of operations of
the Company or the Guarantor and their respective
subsidiaries, taken as a whole.
2. Each of Amoco Chemical Company, Amoco Oil Company and Amoco
Production Company has been duly incorporated, is validly
existing in good standing under the laws of the jurisdiction
of its incorporation and is duly qualified to transact
business and is in good standing in each jurisdiction in
which the conduct of its business or the ownership or
leasing of its property is material to such corporation and
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authorized and issued and are fully paid and nonassessable
and all of such shares are owned by Amoco directly or
indirectly free and clear of any lien, security interest,
claim or other encumbrance.
3. The Company and the Guarantor have the authorized
capitalization as set forth in the Registration Statements,
and all of the issued shares of capital stock of the
Guarantor have been duly and validly authorized and issued
and are fully paid and non-assessable.
4. The Underwriting Agreement has been duly authorized,
executed and delivered by the Company and the Guarantor.
5. The Securities have been duly authorized, executed and
issued and delivered to and paid for by the Underwriters
pursuant to the Underwriting Agreement, and the Securities
are valid and legally binding obligations of the Company,
enforceable in accordance with their terms and entitled to
the benefits provided by the Indenture, subject to bank-
ruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and
to general equitable principles;
6. The Guarantees have been duly authorized, executed, issued
and delivered to the Underwriters pursuant to the
Underwriting Agreement; the Guarantees are valid and legally
binding obligations of the Guarantor, enforceable in
accordance with their terms and entitled to the benefits
provided in the Indenture, subject to bankruptcy, insol-
vency, reorganization and other laws of general applic-
ability relating to or affecting creditors' rights and to
general equitable principles; and the [name of security],
the Guarantees and the Indenture conform to the descriptions
thereof in the Prospectus.
7. The Indenture has been duly authorized, executed and
delivered by the Company and the Guarantor and constitutes
valid and legally binding obligations of each of the Company
and the Guarantor, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture
Act of 1939.
8. The issue and sale of the Securities, including the
Guarantees, and the compliance by the Company and the
Guarantor with all of the provisions of the Securities, the
Guarantees, the Indenture, the Underwriting Agreement and
the consummation of the transactions therein contemplated
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Guarantees, the Indenture, the Underwriting Agreement and the
consummation of the transactions 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 material indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to
me to which or by which either of the Company or the
Guarantor is bound or to which any of the property or
assets of the Company or the Guarantor is subject, nor
will such actions result in any violation of the provisions
of the Certificate of Incorporation or By-Laws of the
Company or the Articles of Incorporation or By-Laws of the
Guarrantor or any statute or, to my knowledge, any order,
rule or regulation of any court or governmental agency or
body having jurisdiction over either of the Company
or the Guarantor or any of their respective properties.
9. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or
body of the United States, any state in the United States or
any political subdivision thereof having jurisdiction over
either of the Company or the Guarantor (other than such as
have been obtained under the Securities Act of 1933 (the
"Securities Act") and the Trust Indenture Act of 1939, and
qualification under state securities or "Blue Sky" laws) is
required for the issue and sale of the Securities, including
the Guarantees, or the consummation of the transactions
contemplated by the Underwriting Agreement or the Indenture.
10. To the best of my knowledge and other than as set forth in
the Registration Statements, there are no legal or govern-
mental proceedings pending to which either the Company or
the Guarantor or any of their respective subsidiaries is the
subject which are reasonably likely to be determined
adversely, and if determined adversely to the Company or the
Guarantor or any of their respective subsidiaries, would
individually or in the aggregate be reasonably likely to
have a material adverse effect on the consolidated financial
position, earnings, business or properties of the Company
and its subsidiaries or the Guarantor and its subsidiaries,
taken as a whole; and, to the best of my knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others.
11. Each document filed by the Company and the Guarantor
pursuant to the Securities Exchange Act of 1934 (except as
to financial statements contained therein as to which I do
not express an opinion), and incorporated by reference in
the Prospectus complied when so filed as to form in all
material respects with such Act and the rules and regu-
lations thereunder. The Registration Statements and the
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Prospectus (except in each case, as to financial statements
contained therein, as to which I do not express any
opinion), comply as to form in all material respects with
the Securities Act and the rules and regulations thereunder
and the Trust Indenture Act of 1939 and the rules and
regulations thereunder.
12. Nothing that has come to my attention in the course of my
review of the Registration Statements has caused me to believe
that the Registration Statements contained as of the date
each part of the Registration Statements became effective or
as of the date of the Underwriting Agreement, or contain as
of the date and time of delivery of this opinion, an untrue
statement of a material fact or omitted or omits, as the
case may be, to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; nothing that has come to my attention in the
course of my review of the Prospectus has caused me to
believe that the Prospectus (other than the financial
statements and other financial data therein, as to which I
am not called on to express an opinion) contained as of its
date or as of the date of the Underwriting Agreement, or
contains as of the date and time of delivery of this
opinion, an untrue statement of a material fact or omitted
or omits, as the case may be, 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 nothing that has come to my attention in the
course of my review of the Registration Statements and the
Prospectus has caused me to believe that any amendment to
the Registration Statements is required to be filed or any
contracts or other documents of a character are required to
be filed as an exhibit to the Registration Statements or are
required to be incorporated by reference into the Prospectus
or are required to be described in the Registration
Statements or the Prospectus which are not filed or
incorporated by reference or described as required.
This opinion is rendered solely for use by the addressee hereof
in connection with the transactions described herein and may not
be relied upon by any other person for any other purpose without
my prior written consent.
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