EXHIBIT
99.1
€600,000,000
CHESAPEAKE ENERGY
CORPORATION
6.25% Senior Notes due
2017
UNDERWRITING
AGREEMENT
December 1, 2006
BARCLAYS BANK PLC
CREDIT SUISSE SECURITIES (EUROPE)
LIMITED
DEUTSCHE BANK SECURITIES INC.
GOLDMAN SACHS INTERNATIONAL
As Representatives (the “
Representatives ”) of the Several
Underwriters
c/o Barclays Bank PLC
5 The North Colonnade
Canary Wharf, London
E14 4BB, United Kingdom
Dear Sirs:
• Introductory. Chesapeake Energy Corporation, an Oklahoma
corporation (the “ Company” ), proposes to issue
and sell to the several underwriters named in Schedule A hereto
(the “ Underwriters” ) €600,000,000
principal amount of the Company’s 6.25% Senior Notes due 2017
(the “ Offered Securities ”). The Offered
Securities will be unconditionally guaranteed (the “
Guarantees ”) on a senior basis by each existing U.S.
subsidiary of the Company, other than certain de minimus
subsidiaries, and one of its non-U.S. subsidiaries, and by
subsequently acquired or designated Restricted Subsidiaries (as
defined in the Indenture referred to below) of the Company in
accordance with the terms of the Indenture (collectively, the
“ Subsidiary Guarantors ”). The Offered
Securities are to be issued under an indenture dated as of December
6, 2006 (the “ Indenture ”), among the Company,
The Bank of New York Trust Company, N.A., as trustee (the
“ Trustee ”), The Bank of New York, London
Branch, as registrar, transfer agent and paying agent, and AIB/BNY
Fund Management (Ireland) Limited, as Irish paying agent and
transfer agent. The Company hereby agrees with the Underwriters as
follows:
• Representations and Warranties of the Company
and the Subsidiary Guarantors. The Company and each Subsidiary Guarantor
represents and warrants to, and agrees with, the several
Underwriters that:
• A registration statement (No. 333-138966),
including all materials incorporated by reference therein and a
prospectus (the “ Initial Registration Statement
”), and a registration statement (No. 333-139053), including
all materials incorporated by reference therein and a prospectus
(the “ Subsequent Registration Statement ”), in
each case, relating to the Offered Securities, have been filed with
the Securities and Exchange Commission (the “
Commission” ) and each has become effective. The
Initial Registration Statement and Subsequent Registration
Statement, including all materials incorporated by reference
therein and any prospectus or prospectus supplement deemed or
retroactively deemed to be part thereof that has not been
superceded or modified, are hereinafter sometimes referred to,
each, as a “ Registration Statement” and,
collectively, as the “ Registration Statements
”. “ Registration Statement ” without
reference to a time means a Registration Statement as of the date
and time of its filing and
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effectiveness which time shall be
considered the “effective date” of such Registration
Statement. For purposes of the previous sentence, information
contained in a form of prospectus or prospectus supplement that is
deemed retroactively to be a part of a Registration Statement
pursuant to Rule 430B (“ Rule 430B ”) under the
Securities Act of 1933 (the “ Act ”) shall be
considered to be included in such Registration Statement as of the
time specified in Rule 430B. “ Statutory Prospectus
” as of any time means the prospectus included in a
Registration Statement immediately prior to that time, including
any document incorporated by reference therein and any base
prospectus or prospectus supplement deemed to be a part thereof
that has not been superseded or modified. For purposes of the
preceding sentence, information contained in a form of prospectus
(including a prospectus supplement) that is deemed retroactively to
be a part of a Registration Statement pursuant to Rule 430B shall
be considered to be included in the Statutory Prospectus included
therein as of the actual time that form of prospectus (including a
prospectus supplement) is filed with the Commission pursuant to
Rule 424(b) (“ Rule 424(b) ”) under the Act.
“ Prospectus ” means the Statutory Prospectus
that discloses the public offering price and other final terms of
the Offered Securities and otherwise satisfies Section 10(a)
of the Act. “ Issuer Free Writing Prospectus ”
means any “issuer free writing prospectus,” as defined
in Rule 433, relating to the Offered Securities in the form
filed or required to be filed with the Commission or, if not
required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g). “ General Use Issuer Free
Writing Prospectus ” means any Issuer Free Writing
Prospectus that is intended for general distribution to prospective
investors, as evidenced by its being specified in Schedule B to
this Agreement. “ Limited Use Issuer Free Writing
Prospectus ” means any Issuer Free Writing Prospectus
that is not a General Use Issuer Free Writing Prospectus. “
Applicable Time ” means 1:00 p.m. (London time) on the
date of this Agreement. Any reference herein to the terms “
amend, ” “ amendment, ” or “
supplement ” with respect to a Registration Statement,
the Prospectus or any Issuer Free Writing Prospectus shall be
deemed to refer to and include the filing of any document under the
Securities Exchange Act of 1934 (the “ Exchange Act
”) and the rules and regulations of the Commission (the
“ Rules and Regulations ”) on or after the
initial effective date of such Registration Statement, or the date
of such Prospectus or Issuer Free Writing Prospectus, as the case
may be, and deemed to be incorporated by reference
therein.
• On its effective date and as of the Closing
Date, each Registration Statement conformed in all respects to the
requirements of the Act and the Rules and Regulations and did not
include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading, and on the date of this
Agreement, each Registration Statement and the Prospectus will
conform in all respects to the requirements of the Act and the
Rules and Regulations, and none of such documents will include any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, except that the foregoing does
not apply to statements in or omissions from any of such documents
based upon written information furnished to the Company by any
Underwriter through the Representatives, if any, specifically for
use therein, it being understood and agreed that the only such
information furnished by an Underwriter consists of the information
described as such in Section 8(b) hereof. The documents
incorporated by reference in the Prospectus (the “ Company
Filed Documents” ), when they became effective or were
filed with the Commission, as the case may be, conformed in all
material respects with the requirements of the Act or the Exchange
Act, as applicable, and the Rules and Regulations and did not
include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statement therein not misleading.
• Each Registration Statement is an
“automatic shelf registration statement”, as defined in
Rule 405 under the Act, that initially became effective within
three years of the date of this Agreement, and as of the
determination date applicable to such Registration Statement (and
any amendment thereof) and the offering contemplated hereby, the
Company is a “well-known seasoned issuer” (as defined
in Rule 405 under the Act). If immediately prior to the third
anniversary (the “Renewal Deadline” ) of the
initial effective date of the Subsequent Registration Statement,
any of the Offered Securities remain unsold by the Underwriters,
the Company will
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prior to the Renewal Deadline file,
if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Offered
Securities, in a form satisfactory to the Representatives. If the
Company is no longer eligible to file an automatic shelf
registration statement, the Company will prior to the Renewal
Deadline, if it has not already done so, file a new shelf
registration statement relating to the Offered Securities, in a
form satisfactory to the Representatives, and will use its best
efforts to cause such registration statement to be declared
effective within 180 days after the Renewal Deadline. The Company
will take all other action necessary or appropriate to permit the
public offering and sale of the Offered Securities to continue as
contemplated in the expired registration statement relating to the
Offered Securities. References herein to the Registration
Statements shall include such new automatic shelf registration
statement or such new shelf registration statement, as the case may
be.
• The Company has not received from the Commission
any notice pursuant to Rule 401(g)(2) objecting to use of the
automatic shelf registration statement form. If at any time when
Offered Securities remain unsold by the Underwriters the Company
receives from the Commission a notice pursuant to Rule 401(g)(2) or
otherwise ceases to be eligible to use the automatic shelf
registration statement form, the Company will (i) promptly notify
the Representatives, (ii) promptly file a new registration
statement or post-effective amendment on the proper form relating
to the Offered Securities, in a form satisfactory to the
Representatives, (iii) use its best efforts to cause such
registration statement or post-effective amendment to be declared
effective as soon as practicable, and (iv) promptly notify the
Representatives of such effectiveness. The Company will take all
other action necessary or appropriate to permit the public offering
and sale of the Offered Securities to continue as contemplated in
the registration statement that was the subject of the Rule
401(g)(2) notice or for which the Company has otherwise become
ineligible. References herein to the registration statement
relating to the Offered Securities shall include such new
registration statement or post-effective amendment, as the case may
be.
• The Company has paid or shall pay the required
Commission filing fees relating to the Offered Securities within
the time required by Rule 456(b)(1) without regard to the
proviso therein and otherwise in accordance with Rules 456(b)
and 457(r).
• (i) At the time of filing each Registration
Statement and (ii) at the date of this Agreement, the Company
was not and is not an “ineligible issuer,” as defined
in Rule 405, including (x) the Company or any other
subsidiary in the preceding three years not having been convicted
of a felony or misdemeanor or having been made the subject of a
judicial or administrative decree or order as described in
Rule 405 and (y) the Company in the preceding three years
not having been the subject of a bankruptcy petition or insolvency
or similar proceeding, not having had a registration statement be
the subject of a proceeding under Section 8 of the Act and not
being the subject of a proceeding under Section 8A of the Act
in connection with the offering of the Offered Securities, all as
described in Rule 405.
• As of the Applicable Time and at all subsequent
times through the completion of the public offer and sale of the
Offered Securities, neither (i) the General Use Issuer Free Writing
Prospectus(es) issued at or prior to the Applicable Time, any
Statutory Prospectus or the information set out in Schedule C
hereto all considered together (collectively, the “
General Disclosure Package ”), nor (ii) any individual
Limited Use Issuer Free Writing Prospectus, when considered
together with the General Disclosure Package, included any untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions
from any prospectus included in a Registration Statement or any
Issuer Free Writing Prospectus in reliance upon and in conformity
with written information furnished to the Company by any
Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only
such
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information furnished by any
Underwriter consists of the information described as such in
Section 8(b) hereof.
• Each Issuer Free Writing Prospectus, as of its
issue date and at all subsequent times through the completion of
the public offer and sale of the Offered Securities or until any
earlier date that the Company notified or notifies the
Representatives as described in the next sentence, did not, does
not and will not include any information that conflicted, conflicts
or will conflict with the information then contained in any
Registration Statement. If at any time following issuance of an
Issuer Free Writing Prospectus there occurred or occurs an event or
development as a result of which such Issuer Free Writing
Prospectus conflicted or would conflict with the information then
contained in any Registration Statement or included or would
include an untrue statement of a material fact or omitted or would
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances prevailing at
that subsequent time, not misleading, (i) the Company has promptly
notified or will promptly notify the Representatives and (ii) the
Company has promptly amended or will promptly amend or supplement
such Issuer Free Writing Prospectus to eliminate or correct such
conflict, untrue statement or omission. The foregoing two sentences
do not apply to statements in or omissions from any Issuer Free
Writing Prospectus in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any
Underwriter consists of the information described as such in
Section 8(b) hereof.
• The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the State
of Oklahoma, with power and authority (corporate and other) to own
its properties and conduct its business as described in the General
Disclosure Package; and the Company is duly qualified to do
business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except where
the failure to be so qualified would not reasonably be expected to
individually or in the aggregate have a material adverse effect on
the condition (financial or other), business, prospects, properties
or results of operations of the Company and its subsidiaries taken
as a whole (“ Material Adverse Effect
”).
• Each subsidiary of the Company has been duly
organized and is in good standing under the laws of the
jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the General Disclosure Package; and each
subsidiary of the Company is duly qualified to do business and is
in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such
qualification; except where the failure to be so qualified would
not reasonably be expected to individually or in the aggregate have
a Material Adverse Effect; all of the issued and outstanding
capital stock or similar equity interests of each subsidiary of the
Company has been duly authorized and validly issued and is fully
paid and nonassessable; and the capital stock or similar equity
interests of each subsidiary owned by the Company, directly or
through subsidiaries, is owned free from liens, encumbrances and
defects.
• The Indenture has been duly authorized, executed
and delivered by the Company and each Subsidiary Guarantor; the
Guarantees have been duly authorized by each Subsidiary Guarantor;
the Offered Securities have been duly authorized; when the Offered
Securities are delivered and paid for pursuant to this Agreement,
such Offered Securities will have been duly executed,
authenticated, issued and delivered and will conform to the
description thereof contained in the General Disclosure Package and
the Indenture and, in the case of the Company, such Offered
Securities, and in the case of the Subsidiary Guarantors, such
Guarantees, will constitute valid and legally binding obligations
of the Company and each Subsidiary Guarantor, as applicable,
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors’ rights and to general equity
principles.
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• Except as disclosed in the General Disclosure
Package, there are no contracts, agreements or understandings
between the Company and any person that would give rise to a valid
claim against the Company or any Underwriter for a brokerage
commission, finder’s fee or other like payment in connection
with this offering.
• No consent, approval, authorization, filing with
or order of any court or governmental agency or body is required
for the consummation of the transactions contemplated by this
Agreement in connection with the issuance and sale of the Offered
Securities by the Company, except such as may be required (i) under
applicable securities laws in connection with the purchase and
resale of the Offered Securities by the Underwriters and (ii) under
the rules and regulations of the Irish Stock Exchange with respect
to the listing thereon of the Offered Securities.
• None of the execution, delivery and performance
of this Agreement and the Indenture, the issuance and sale of the
Offered Securities and compliance with the terms and provisions
hereof and thereof, will result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any
statute, rule, regulation or order of any governmental agency or
body or any court, domestic or foreign, having jurisdiction over
the Company or any subsidiary of the Company or any of their
properties, or any agreement or instrument to which the Company or
any such subsidiary is a party or by which the Company or any such
subsidiary is bound or to which any of the properties of the
Company or any such subsidiary is subject, or the charter or
by-laws (or similar organizational documents) of the Company or any
such subsidiary, and the Company has full power and authority to
authorize, issue and sell the Offered Securities as contemplated by
this Agreement.
• This Agreement has been duly authorized,
executed and delivered by the Company and each Subsidiary
Guarantor.
• Except as disclosed in the General Disclosure
Package, the Company and its subsidiaries have good and marketable
title to all real properties and all other properties and assets
owned by them, including, without limitation, all oil and gas
producing properties of the Company and its subsidiaries, in each
case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with
the use made or to be made thereof by them; and, except as
disclosed in the General Disclosure Package, the Company and its
subsidiaries hold any leased real or personal property, including,
without limitation, all oil and gas producing properties of the
Company and its subsidiaries, under valid and enforceable leases
with no exceptions that would materially interfere with the use
made or to be made thereof by them.
• The Company and its subsidiaries possess
adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business
now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authority or permit that, if determined adversely to
the Company or any of its subsidiaries, would reasonably be
expected to individually or in the aggregate have a Material
Adverse Effect.
• No labor dispute with the employees of the
Company or any subsidiary exists or, to the knowledge of the
Company, is imminent that might have a Material Adverse
Effect.
• The Company and its subsidiaries own, possess or
can acquire on reasonable terms, adequate trademarks, trade names
and other rights to inventions, know-how, patents, copyrights,
confidential information and other intellectual property
(collectively, “ intellectual property rights” )
necessary to conduct the business now operated by them, or
presently employed by them, and have not received any notice of
infringement of, or conflict with, asserted rights of others with
respect to any intellectual property rights that, if determined
adversely to the Company or any of
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its subsidiaries, would reasonably
be expected to individually or in the aggregate have a Material
Adverse Effect.
• Except as disclosed in the General Disclosure
Package, neither the Company nor any of its subsidiaries is in
violation of any statute, rule, regulation, decision or order of
any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the
environment or human exposure to hazardous or toxic substances
(collectively, “ environmental laws” ), owns or
operates any real property contaminated with any substance that is
subject to any environmental laws, is liable for any off-site
disposal or contamination pursuant to any environmental laws, or is
subject to any claim relating to any environmental laws which
violation, contamination, liability or claim would reasonably be
expected to individually or in the aggregate have a Material
Adverse Effect; and the Company is not aware of any pending
investigation which might lead to such a claim.
• Except as disclosed in the General Disclosure
Package, there are no pending actions, suits or proceedings against
or affecting the Company, any of its subsidiaries or any of their
respective properties that, if determined adversely to the Company
or any of its subsidiaries, would reasonably be expected to
individually or in the aggregate have a Material Adverse Effect, or
would materially and adversely affect the ability of the Company or
the Subsidiary Guarantors to perform its obligations under this
Agreement or the Indenture, or which are otherwise material in the
context of the sale of the Offered Securities; and no such actions,
suits or proceedings are threatened or, to the Company’s
knowledge, contemplated.
• The financial statements included or
incorporated by reference in the Registration Statements and the
General Disclosure Package present fairly the financial position of
the Company and its consolidated subsidiaries as of the dates shown
and their results of operations and cash flows for the periods
shown, and such financial statements have been prepared in
conformity with the generally accepted accounting principles in the
United States applied on a consistent basis.
• Except as disclosed in the General Disclosure
Package, since the date of the latest audited financial statements
incorporated by reference in the General Disclosure Package, there
has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations
of the Company and its subsidiaries taken as a whole, and, except
as disclosed in the General Disclosure Package, there has been no
dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.
• The Company is not, and at no time during which
a prospectus is required by the Act to be delivered (whether
physically or through compliance with Rule 172 under the Act or any
similar rule) in connection with the sales will it be, and, after
giving effect to the offering and sale of the Offered Securities
and the application of proceeds thereof as described in the General
Disclosure Package, will not be an “investment company”
as defined in the Investment Company Act of 1940.
• The Company is subject to the reporting
requirements of either Section 13 or 15(d) of the Exchange Act
and files reports with the Commission on the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system.
• The statistical and market related data and
forward looking statements included in the General Disclosure
Package, are based on or derived from sources that the Company
believes to be reliable and accurate in all material respects and
represents its good faith estimates that are made on the basis of
data derived from such sources.
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• Neither the Company nor any of its subsidiaries
has any liability for any prohibited transaction or accumulated
funding deficiency (within the meaning of Section 412 of the
Internal Revenue Code) or any complete or partial withdrawal
liability (within the meaning of Sections 4203 and 4205 of the
Employee Retirement Income Security Act of 1974, as amended
(“ ERISA ”), respectively), with respect to any
pension, profit sharing or other plan which is subject to ERISA, to
which the Company or any of its subsidiaries makes or ever has made
a contribution and in which any employee of the Company or any
subsidiary is or has ever been a participant. With respect to such
plans, the Company and each of its subsidiaries is in compliance in
all material respects with all applicable provisions of
ERISA.
• The Company has established and maintains
disclosure controls and procedures (as such term is defined in
Rule 13a-15 under the Exchange Act); such disclosure controls
and procedures are designed to ensure that material information
relating to the Company and its subsidiaries is made known to the
chief executive officer and chief financial officer of the Company
by others within the Company or any subsidiary, and such disclosure
controls and procedures are reasonably effective to perform the
functions for which they were established subject to the
limitations of any such control system; the Company’s
auditors and the audit committee of the board of directors of the
Company have been advised of: (A) any significant deficiencies
in the design or operation of internal controls which could
adversely affect the Company’s ability to record, process,
summarize, and report financial data; and (B) any fraud,
whether or not material, that involves management or other
employees who have a role in the Company’s internal controls;
any material weaknesses in internal controls have been identified
for the Company’s auditors; and since the date of the most
recent evaluation of such disclosure controls and procedures, there
have been no significant changes in internal controls or in other
factors that could significantly affect internal controls,
including any corrective actions with regard to significant
deficiencies and material weaknesses. The Company made available to
the Underwriters or their counsel for review true and complete
copies of all minutes or draft minutes of meetings, or resolutions
adopted by written consent, of the board of directors of the
Company and each subsidiary and each committee of each such board
in the past three years, and all agendas for each such meeting for
which minutes or draft minutes do not exist.
• Except as disclosed in the General Disclosure
Package and the Registration Statements (i) all stock options
granted under any stock option plan of the Company (the “
Stock Plans ”) have been granted in compliance with
the terms of applicable law and the applicable Stock Plans and (ii)
the Company has properly accounted for all stock options granted
under the Stock Plans in conformity with generally accepted
accounting principles in the United States applied on a consistent
basis.
• All information on (or hyperlinked from) the
Company’s website at www.chkenergy.com either (i) qualifies for the
exemption for regularly released factual business information or
forward-looking information in Rule 168 of the Act or (ii)
qualifies for the safe-harbor related to historical information in
Rule 433(e)(2) under the Act, and the Company does not
maintain or support any website other than
www.chkenergy.com.
• The Company has not received any written
comments from the Commission staff in connection with the
Company’s reports under the Exchange Act that remain
unresolved.
• The Company has been informed of the existence
of the United Kingdom Financial Services Authority stabilizing
guidance contained in Section MAR 2, Ann 2G of the Handbook of
rules and guidance issued by the Financial Services Authority; and
none of the Company or any Subsidiary Guarantor has taken any
action or omitted to take any action (such as issuing any press
release relating to any Notes without an appropriate legend) which
may result in the loss by any of the Underwriters of the ability to
rely on any stabilization safe harbor provided under the Financial
Services and Markets Act 2000 (“ FSMA
”).
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• Neither the Company nor any of the Subsidiary
Guarantors has distributed and, prior to the later to occur of (i)
the Closing Date and (ii) the completion of the distribution of the
Offered Securities, will not distribute any material in connection
with the offering and sale of the Offered Securities other than the
General Disclosure Package, the Prospectus or other materials, if
any, permitted by the Securities Act and FSMA (or regulations
promulgated pursuant to the Securities Act or FSMA) and approved by
the parties to this Agreement.
• The Company will cooperate with the Underwriters
and use its reasonable endeavors to permit the Offered Securities
to be eligible for clearance and settlement through the facilities
of Euroclear and Clearstream and will assist the Underwriters in
obtaining the approval of Euroclear and Clearstream for
“book-entry” transfer of the Securities.
In addition, any certificate signed
by any officer of the Company or any of the Subsidiaries and
delivered to the Underwriters or counsel for the Underwriters in
connection with the offering of the Offered Securities shall be
deemed to be a representation and warranty by the Company, as to
matters covered thereby, to each Underwriter.
• Purchase, Sale and Delivery of Offered
Securities. On the basis
of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters, and the Underwriters
agree, severally and not jointly, to purchase from the Company, at
a purchase price of 98.375% of the principal amount thereof plus
accrued interest from December 6, 2006 to the Closing Date, the
respective principal amounts of Offered Securities set forth
opposite the names of the Underwriters in Schedule A
hereto.
Payment for the Offered Securities
shall be made by the Representatives on behalf of the Underwriters
in immediately available funds to a common depositary (the “
Common Depositary ”) for Euroclear Bank, S.A./N.V.
(“ Euroclear ”) and Clearstream Banking,
société anonyme (“ Clearstream
”) against delivery to the Common Depositary, for the account
of the Underwriters, of the Offered Securities in the form of one
or more permanent global securities in definitive form (the “
Global Securities ”), with any transfer taxes payable
in connection with the sale of the Offered Securities duly paid by
the Company, on December 6, 2006, or at such other time not later
than seven full business days thereafter as the Representatives and
the Company determine, such time being herein referred to as the
“ Closing Date ”.
• Offering by Underwriters . It is understood that the several Underwriters
propose to offer the Offered Securities for sale as set forth in
the Prospectus.
• Certain Agreements of the Company.
The Company agrees with the several
Underwriters that:
• The Company will file each Statutory Prospectus
with the Commission pursuant to and in accordance with
Rule 424(b)(2) (or, if applicable and if consented to by the
Representatives, subparagraph (5), such consent not to be
unreasonably withheld or delayed) not later than the second
business day following the execution and delivery of this
Agreement. The Company will also prepare a final term sheet,
containing solely the terms of the Offered Securities, in the form
set out in Schedule C, and file such term sheet pursuant to
Rule 433(d) under the Act within the time required by such Rule and
file promptly all other material required to be filed by the
Company with the Commission pursuant to Rule 433(d) under the
Act.
• The Company will advise the Representatives
promptly of any proposal to amend or supplement any Registration
Statement or any Statutory Prospectus and will not undertake any
such amendment or supplement if the Representatives reasonably
object in writing thereto; and the Company will also advise the
Representatives promptly of the filing of any such amendment or
supplement and of the institution by the Commission of any stop
order proceedings in respect of any Registration Statement or of
any part thereof and will use its best efforts to prevent the
issuance of any such stop ord
