Exhibit 1.1
PUGET SOUND ENERGY, INC.
(a Washington corporation)
Floating Rate Senior Notes due 2006
PURCHASE AGREEMENT
Dated: July 12, 2004
PUGET SOUND ENERGY, INC.
(a Washington corporation)
$200,000,000
Floating Rate Senior Notes due 2006
PURCHASE AGREEMENT
July 12, 2004
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner &
Smith
Incorporated
Wachovia Capital Markets, LLC
as Representatives of the several
Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith
Incorporated
4 World Financial Center
New York, New York 10080
Ladies and Gentlemen:
Puget Sound Energy, Inc., a
Washington corporation (the “Company”), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“Merrill Lynch”)
and each of the other Underwriters named in Schedule A hereto
(collectively, the “Underwriters,” which term shall
also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Merrill Lynch and Wachovia
Capital Markets, LLC (“Wachovia Securities”) are acting
as representatives (in such capacity, the
“Representatives”), with respect to the issue and sale
by the Company and the purchase by the Underwriters, acting
severally and not jointly, of the respective principal amounts set
forth in said Schedule A of $200,000,000 aggregate principal
amount of the Company’s Floating Rate Senior Notes, Due 2006
(the “Securities”). The Securities are to be
issued pursuant to an indenture dated as of December 1, 1997,
as supplemented by a supplemental indenture dated as of May 1, 2003
(the “Indenture”) between the Company and U.S. Bank
National Association, as trustee (the “Trustee”).
Until the Substitution Date (as defined in the Indenture), the
Securities will be secured by a series of the Company’s first
mortgage bonds (the “Pledged Bonds”) issued pursuant to
the Company’s electric utility mortgage.
The Company understands that the
Underwriters propose to make a public offering of the Securities as
soon as the Representatives deem advisable after this Agreement has
been executed and delivered and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the
“1939 Act”).
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The Company, together with its
parent, Puget Energy, Inc., has filed with the Securities and
Exchange Commission (the “Commission”) a registration
statement on Form S-3 (No. 333-111810), including the related
preliminary prospectus or prospectuses, covering the registration
of the Securities under the Securities Act of 1933, as amended (the
“1933 Act”). The Company has prepared and filed,
or promptly after execution and delivery of this Agreement will
prepare and file, a prospectus supplement in accordance with the
provisions of paragraph (b) of Rule 424 (“Rule 424(b)”)
of the rules and regulations of the Commission under the 1933 Act
(the “1933 Act Regulations”). Such registration
statement, including the exhibits and any schedules thereto, at the
time it became effective, and including the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act at such time, is herein called the “Registration
Statement.” The final prospectus, including the
prospectus supplement, in the form first furnished to the
Underwriters for use in connection with the offering of the
Securities, including the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act at the
time of the execution of this Agreement, is herein called the
“Prospectus.” For purposes of this Agreement, all
references to the Registration Statement, any preliminary
prospectus, or the Prospectus or any amendment or supplement to any
of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system (“EDGAR”).
All references in this Agreement to
financial statements and schedules and other information which is
“contained,” “included” or
“stated” in the Registration Statement, any preliminary
prospectus or the Prospectus (or other references of like import)
shall be deemed to mean and include all such financial statements
and schedules and other information which is incorporated by
reference in the Registration Statement, any preliminary prospectus
or the Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be
deemed to mean and include the filing of any document under the
Securities Exchange Act of 1934 (the “1934 Act”) which
is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may
be.
SECTION 1.
Representations and
Warranties .
(a)
Representations and Warranties by
the Company . The
Company represents and warrants to each Underwriter as of the date
hereof, as of the Closing Time referred to in Section 2(b)
hereof, and agrees with each Underwriter, as follows:
(i)
Compliance
with Registration Requirements . The Company meets
the requirements for use of Form S-3 under the 1933 Act. Each
of the Registration Statement and any post-effective amendment
thereto has become effective under the 1933 Act and no stop order
suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the 1933 Act
and no proceedings for that purpose have been instituted or are
pending or, to the knowledge of the Company, are contemplated by
the Commission, and any request on the part of the Commission for
additional information has been complied with.
At the respective times the
Registration Statement and any post-effective amendments thereto
became effective and at the Closing Time, the Registration
Statement and any amendments and supplements thereto complied and
will comply in all material respects with the requirements of the
1933 Act and the 1933 Act Regulations and the 1939 Act and the
rules and regulations of the Commission under the 1939 Act (the
“1939 Act Regulations”), and did not and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. Neither the Prospectus
nor any amendments or supplements thereto, at the time the
Prospectus or any such
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amendment or supplement was issued
and at the Closing Time, included or will include an untrue
statement of a material fact or omitted or will omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The representations and warranties in this
subsection shall not apply (A) to statements in or omissions
from the Registration Statement or Prospectus made in reliance upon
and in conformity with written information furnished to the Company
by any Underwriter through Merrill Lynch expressly for use in the
Registration Statement (or any amendment thereto) or in the
Prospectus (or any amendment or supplement thereto) or (B) to that
part of the Registration Statement that constitutes the Statement
of Eligibility (Form T-1) under the 1939 Act of the
Trustee.
Each preliminary prospectus and the
prospectus filed as part of the Registration Statement as
originally filed or as part of any amendment thereto complied when
so filed in all material respects with the 1933 Act Regulations and
each preliminary prospectus and the Prospectus delivered to the
Underwriters for use in connection with this offering was identical
to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.
(ii)
Incorporated
Documents . The documents
incorporated or deemed to be incorporated by reference in the
Registration Statement and the Prospectus, at the time they were or
hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the 1934 Act and
the rules and regulations of the Commission thereunder (the
“1934 Act Regulations”), and, when read together with
the other information in the Prospectus, at the time the
Registration Statement became effective, at the time the Prospectus
was issued and at the Closing Time, did not and will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading.
(iii)
Independent
Accountants . The accountants who
certified the financial statements and supporting schedules
included in the Registration Statement are independent public
accountants as required by the 1933 Act and the 1933 Act
Regulations.
(iv)
Financial
Statements . The financial
statements included in the Registration Statement and the
Prospectus, together with the related schedules and notes, present
fairly the financial position of the Company and its consolidated
subsidiaries at the dates indicated and the statement of
operations, stockholders’ equity and cash flows of the
Company and its consolidated subsidiaries for the periods
specified; said financial statements have been prepared in
conformity with generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the
periods involved. The supporting schedules, if any, included
in the Registration Statement present fairly in accordance with
GAAP the information required to be stated therein. The
selected financial data and the summary financial information, if
any, included in the Prospectus present fairly the information
shown therein and have been compiled on a basis consistent with
that of the audited financial statements included in the
Registration Statement and any pro forma financial statements and
the related notes thereto included in the Registration Statement
and the Prospectus present fairly the information shown therein,
have been prepared in accordance with the Commission’s rules
and guidelines with respect to pro forma financial statements and
have been properly compiled on the bases described therein, and the
assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein.
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(v)
No Material
Adverse Change in Business . Since the respective
dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein,
(A) there has been no material adverse change in the
condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business (a “Material Adverse
Effect”), (B) there have been no transactions entered
into by the Company or any of its subsidiaries, other than those in
the ordinary course of business, which are material with respect to
the Company and its subsidiaries considered as one enterprise, and
(C) except for regular quarterly dividends on the common
stock, par value $10.00 per share, of the Company (the
“Common Stock”) and on the preferred stock, par value
$100 per share, of the Company in amounts per share that are
consistent with past practice, there has been no dividend or
distribution of any kind declared, paid or made by the Company on
any class of its capital stock.
(vi)
Good Standing
of the Company . The Company has been
duly organized and is validly existing as a corporation under the
laws of the State of Washington and has corporate power and
authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement; and the Company is
duly qualified as a foreign corporation to transact business and is
in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in
a Material Adverse Effect.
(vii)
Significant
Subsidiaries . The Company has no
“significant subsidiaries” (as such term is defined in
Rule 1-02 of Regulation S-X).
(viii)
Authorization
of Agreement . This Agreement has
been duly authorized, executed and delivered by the
Company.
(ix)
Authorization
of the Indenture . The Indenture has
been duly authorized by the Company and duly qualified under the
1939 Act and, when duly executed and delivered by the Company and
the Trustee, will constitute a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors’ rights
generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
(x)
Authorization
of the Securities . The Securities have
been duly authorized and, at the Closing Time, will have been duly
executed by the Company and, when authenticated, issued and
delivered in the manner provided for in the Indenture and delivered
against payment of the purchase price therefor as provided in this
Agreement, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors’ rights
generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and will be in the
form contemplated by, and entitled to the benefits of, the
Indenture.
(xi)
Description of
the Securities and the Indenture . The Securities, the
Pledged Bonds and the Indenture will conform in all material
respects to the respective statements relating
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thereto contained
in the Prospectus and will be in substantially the respective forms
filed or incorporated by reference, as the case may be, as exhibits
to the Registration Statement.
(xii)
Absence of
Defaults and Conflicts . Neither the Company
nor any of its subsidiaries is in violation of its charter or
by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which it or
any of them may be bound, or to which any of the property or assets
of the Company or any subsidiary is subject (collectively,
“Agreements and Instruments”) except for such defaults
that would not reasonably be expected to result in a Material
Adverse Effect; and the execution, delivery and performance of this
Agreement, the Indenture, the Securities and the Pledged Bonds and
the consummation of the transactions contemplated herein and in the
Registration Statement (including the issuance and sale of the
Securities and the use of the proceeds from the sale of the
Securities as described in the Prospectus under the caption
“Use of Proceeds”) and compliance by the Company with
its obligations hereunder and under the Indenture, the Securities
and the Pledged Bonds have been duly authorized by all necessary
corporate action and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default or Repayment Event (as defined
below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or
any subsidiary pursuant to, the Agreements and Instruments (except
for such conflicts, breaches, defaults or Repayment Events or
liens, charges or encumbrances that would not reasonably be
expected to result in a Material Adverse Effect), nor will such
action result in any violation of the provisions of the charter or
by-laws of the Company or any subsidiary or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any subsidiary or
any of their assets, properties or operations. As used
herein, a “Repayment Event” means any event or
condition which gives the holder of any note, debenture or other
evidence of indebtedness (or any person acting on such
holder’s behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by
the Company or any subsidiary.
(xiii)
Absence of
Labor Dispute . No labor dispute with
the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent, and the Company is not aware
of any existing or imminent labor disturbance by the employees of
any of its or any subsidiary’s principal suppliers,
manufacturers, customers or contractors, which, in either case,
would reasonably be expected to result in a Material Adverse
Effect.
(xiv)
Absence of
Proceedings . There is no action,
suit, proceeding, inquiry or investigation (collectively
“Proceedings”) before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or,
to the knowledge of the Company, threatened, against or affecting
the Company or any subsidiary, which is required to be disclosed in
the Registration Statement (other than as disclosed therein), or,
except for Proceedings described in the Registration Statement or
the Prospectus, (A) which might result in a Material Adverse
Effect, or (B) which might materially and adversely affect the
consummation of the transactions contemplated in this Agreement or
the performance by the Company of its obligations hereunder, or
under the terms of the Indenture, the Securities, or the Pledged
Bonds.
(xv)
Accuracy of
Exhibits . There are no
contracts or documents which are required to be described in the
Registration Statement, the Prospectus or the documents
incorporated by reference therein or to be filed as exhibits
thereto which have not been so described and filed as
required.
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(xvi)
Absence of
Manipulation . Neither the Company
nor, to the knowledge of the Company, any affiliate of the Company
has taken, nor will the Company or, to the knowledge of the
Company, any affiliate take, directly or indirectly, any action
which is designed to or which has constituted or which would be
expected to cause or result in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or
resale of the Securities.
(xvii)
Absence of
Further Requirements . Other than notice
filings with the Washington Utilities and Transportation Commission
(the “Utilities Commission”) pursuant to RCW80.08.040
with respect to the Securities and the Pledged Bonds, no filing
with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental
authority or agency is necessary or required for the performance by
the Company of its obligations hereunder, in connection with the
offering, issuance or sale of the Securities hereunder or the
consummation of the transactions contemplated by this Agreement or
for the due execution, delivery or performance of the Indenture by
the Company, except such as have been already obtained or as may be
required under the 1933 Act or the 1933 Act Regulations or state
securities laws and except for the qualification of the Indenture
under the 1939 Act.
(xviii)
Possession of
Licenses and Permits . The Company and its
subsidiaries possess such permits, licenses, approvals, consents
and other authorizations (collectively, “Governmental
Licenses”) issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies, including, without
limitation, the Utilities Commission and cities and towns within
the service territory of the Company, necessary to conduct the
business now operated by them and for the Company to own and
operate its electric plant and its gas plant; Company and its
subsidiaries are in compliance with the terms and conditions of all
such Governmental Licenses, except where the failure so to comply
would not, singly or in the aggregate, result in a Material Adverse
Effect; all of the Governmental Licenses are valid and in full
force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full
force and effect would not, singly or in the aggregate, result in a
Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses which,
singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would result in a Material Adverse
Effect.
(xix)
Title to
Property . The Company and its
subsidiaries have good and marketable title to all real property
owned by the Company and its subsidiaries and good title to all
other properties owned by them, in each case, free and clear of all
mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (a) are described in the
Prospectus, (b) do not, singly or in the aggregate, materially
affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company or any
of its subsidiaries or (c) could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse
Effect; and all of the leases and subleases material to the
business of the Company and its subsidiaries, considered as one
enterprise, and under which the Company or any of its subsidiaries
holds properties described in the Prospectus, are in full force and
effect, and neither the Company nor any subsidiary has any notice
of any material claim of any sort that has been asserted by anyone
adverse to the rights of the Company or any subsidiary under any of
the leases or subleases mentioned above, or affecting or
questioning the rights of the Company or such subsidiary to the
continued possession of the leased or subleased premises under any
such lease or sublease.
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(xx)
Investment
Company Act . The Company is not
required, and upon the issuance and sale of the Securities as
herein contemplated and the application of the net proceeds
therefrom as described in the Prospectus will not be required, to
register as, an “investment company” under the
Investment Company Act of 1940, as amended (the “1940
Act”).
(xxi)
Environmental
Laws . Except as described
in the Registration Statement or the Prospectus and except as would
not, singly or in the aggregate, result in a Material Adverse
Effect, (A) neither the Company nor any of its subsidiaries is in
violation of any federal, state, local or foreign statute, law,
rule, regulation, ordinance, code, policy or rule of common law or
any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment,
relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata) or wildlife,
including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”) or to the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials
(collectively, “Environmental Laws”), (B) the Company
and its subsidiaries have all permits, authorizations and approvals
required under any applicable Environmental Laws and are each in
compliance with their requirements, (C) there are no pending or
threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries
and (D) there are no events or circumstances that would reasonably
be expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party
or governmental body or agency, against or affecting the Company or
any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.
(xxii)
The Pledged
Bonds . The Pledged Bonds
have been duly authorized by the Company for offer, sale, issuance
and delivery pursuant to this Agreement, validly secure the
Securities and, when issued, authenticated and delivered in the
manner provided for in the applicable mortgage and delivered
against payment of the consideration therefor, will constitute
valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and general principles of
equity.
(xxiii)
Utilities
Commission . The Company will make
notice filings with the Utilities Commission pursuant to RCW
80.08.040 with respect to the Securities and the Pledged
Bonds.
(xxiv)
Certain Loans,
Advances and Guarantees . There are no
outstanding loans, advances (except normal advances for business
expenses in the ordinary course of business) or guarantees of
indebtedness by the Company to or for the benefit of any of the
officers or directors of the Company or any of their respective
family members, except as disclosed in the Registration Statement
or the Prospectus.
(xxv)
Sarbanes-Oxley
Act . The Company is in
compliance in all material respects with all the applicable
provisions of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated thereunder (the “Sarbanes-Oxley
Act”) that are currently in effect and require compliance on
or before the date hereof. The Company is taking steps it
reasonably deems appropriate to ensure that it will be in
compliance with other applicable provisions of the Sarbanes-Oxley
Act that are not currently in effect upon the effectiveness of such
provisions.
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(xxvi)
Internal
Accounting Controls . The Company and its
consolidated subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurances that (A)
transactions are executed in accordance with management’s
general or specific authorization; (B) transactions are recorded as
necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain accountability for assets; (C) access to assets is
permitted only in accordance with management’s general or
specific authorization; and (D) the recorded accountability for
assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any
differences.
(xxvii)
Disclosure
Controls and Procedures . To the extent
required by the 1934 Act Regulations, the Company’s
“disclosure controls and procedures” (as defined in
Rules 13a-15 and 15d-15 of the 1934 Act Regulations) are reasonably
designed to ensure that all information (both financial and
non-financial) required to be disclosed by the Company in the
reports that it files or submits under the 1934 Act is recorded,
processed, summarized and reported within the time periods
specified in the 1934 Act and the 1934 Act Regulations, and that
all such information is accumulated and communicated to the
Company’s management as appropriate to allow timely decisions
regarding required disclosure and to make the certifications of the
principal executive officer and principal financial officer of the
Company required under the 1934 Act with respect to such
reports.
(b)
Officer’s
Certificates .
Any certificate signed by any officer of the Company or any of its
subsidiaries delivered to the Representatives or to counsel for the
Underwriters shall be deemed a representation and warranty by the
Company to each Underwriter as to the matters covered
thereby.
SECTION 2.
Sale and Delivery to
Underwriters; Closing.
(a)
Securities
. On the basis of the
representations and warranties herein contained and subject to the
terms and conditions herein set forth, the Company agrees to
sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the
Company, at the price set forth in Schedule B, the aggregate
principal amount of Securities set forth in Schedule A
opposite the name of such Underwriter, plus any additional
principal amount of Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10
hereof.
(b)
Payment . Payment of the purchase price for, and
delivery of certificates for, the Securities shall be made at the
offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times
Square, New York, New York 10036-6522, or at such other place as
shall be agreed upon by the Representatives and the Company, at
9:00 A.M. (Eastern time) on the third (fourth, if the pricing
occurs after 4:30 P.M. (Eastern time) on any given day) business
day after the date hereof (unless postponed in accordance with the
provisions of Section 10), or such other time not later than
ten business days after such date as shall be agreed upon by the
Representatives and the Company (such time and date of payment and
delivery being herein called “Closing
Time”).
Payment shall be made to the Company
by wire transfer of immediately available funds to a bank account
designated by the Company, against delivery to the Representatives
for the respective accounts of the Underwriters of certificates for
the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its
account, to accept delivery of, receipt for, and make payment of
the purchase price for, the Securities which it has agreed to
purchase. Merrill Lynch, individually and not as
representatives of the Underwriters, may (but shall not be
obligated to) make payment of the purchase price for the Securities
to be purchased by any Underwriter whose funds have
8
not been received by the Closing Time, but such
payment shall not relieve such Underwriter from its obligations
hereunder.
(c)
Denominations;
Registration .
Certificates for the Securities shall be in such denominations
($1,000 or integral multiples thereof) and registered in such names
as the Representatives may request in writing at least one full
business day before the Closing Time.
SECTION 3.
Covenants of the
Company . The
Company covenants with each Underwriter as follows:
(a)
Compliance with Securities
Regulations and Commission Requests . During the period when the Prospectus is
required to be delivered under the 1933 Act in connection with the
offer and sale of the Securities, the Company, subject to
Section 3(b), will notify the Representatives immediately, and
confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective, or
any supplement to the Prospectus or any amended Prospectus shall
have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or
supplement to the Prospectus or any document incorporated by
reference therein or for additional information, and (iv) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, or
of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes. The
Company will promptly effect the filings necessary pursuant to Rule
424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing
under Rule 424(b) was rec
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