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Exhibit 1.3
TAMPA ELECTRIC
COMPANY
$150,000,000
6.100 % Notes due
2018
UNDERWRITING
AGREEMENT
May 13, 2008
Morgan Stanley & Co.
Incorporated
1585 Broadway
New York, NY 10036
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
Ladies and Gentlemen:
Tampa Electric Company, a Florida
corporation (the “ Company ”), proposes, subject
to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule A hereto (the “
Underwriters ”), for whom Morgan Stanley &
Co. Incorporated and BNP Paribas Securities Corp. are acting as
representatives (the “ Representatives ”), an
aggregate principal amount of $150,000,000 of 6.100% Notes due 2018
(the “ Notes ”). The Notes will be issued
pursuant to an indenture dated as of July 1, 1998 (the “
Base Indenture ”) between the Company and The Bank of
New York, as trustee (the “ Indenture Trustee
”), as heretofore amended and as amended and supplemented by
the seventh supplemental indenture dated as of May 1, 2008
(the Base Indenture, as so supplemented and amended, being referred
to herein as the “ Indenture ”).
The Company hereby confirms
its agreement with the several Underwriters concerning the purchase
and sale of the Notes, as follows:
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, the Time of Sale
referred to in Section 1(a)(i), and 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 Securities Act of 1933, as amended
(the “ 1933 Act ”). The Company has filed with
the Securities and Exchange Commission (the “
Commission ”) an “automatic shelf registration
statement” on Form S-3 (File No. 333-132243-01)
(including information, if any, deemed to be part of the
registration statement at the time of effectiveness pursuant to
Rule 430A, 430B or 430C under the 1933 Act), for the registration
under the 1933 Act of the Notes. Such registration statement has
been filed with the Commission not earlier than three years prior
to the date hereof, meets the requirements set forth in Rule
415(a)(1)(x) under the 1933 Act and complies in all other respects
with said Rule, and as amended at the date it became effective,
including the exhibits thereto, is hereinafter called the “
Registration Statement ”. The base prospectus filed as
part of the Registration Statement, in the form in which it has
most recently been filed with the Commission on or prior to the
date of this Agreement is hereinafter called the “ Basic
Prospectus ”; any preliminary prospectus, including any
preliminary prospectus supplement used in connection with the offer
and sale of the Notes, filed with the Commission pursuant to Rule
424(b) is hereinafter called the “ Preliminary
Prospectus ”; the form of the final prospectus relating
to the Notes filed with the Commission pursuant to
Section 3(a) of this Agreement is hereinafter called the
“ Prospectus ”. Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to
Form S-3 which were filed under the Securities Exchange Act of
1934, as amended (the “ 1934 Act ”), and the
rules and regulations of the Commission thereunder (the “
1934 Act Regulations ”), on or before the date of this
Agreement, or the issue date of the Basic Prospectus, any
Preliminary Prospectus or the Prospectus, as the case may be; and
any reference herein to the terms “amend,”
“amendment” or “supplement” with respect to
the Registration Statement, the Basic Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and
include the filing of any document under the 1934 Act after the
date of this Agreement, or the issue date of the Basic Prospectus,
any Preliminary Prospectus or the Prospectus, as the case may be,
deemed to be incorporated therein by reference. No stop order
suspending the effectiveness of the Registration Statement, or any
post-effective amendment thereto, or any notice objecting to its
use under Rule 401(g)(2), is in effect, and no proceedings for such
purpose are pending before or threatened by the
Commission.
At or prior to 1:30 p.m., on
May 13, 2008 (such time and date, the “ Time of
Sale ”), the Company had prepared the following
information (collectively, the “ Time of Sale
Information ”): a Preliminary Prospectus dated
May 13, 2008, which shall include the Basic Prospectus, and
each “free writing prospectus,” as defined pursuant to
Rule 405 under the 1933 Act, including the final term sheet
prepared and filed pursuant to Section 3(a) hereof, listed on
Annex A hereto.
(ii) Preliminary
Prospectus . No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, complied in
all material respects with the 1933 Act and did not contain any
untrue statement of a material fact or omit to state a
material
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fact required to be stated
therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading; provided that the Company makes no
representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use in
any Preliminary Prospectus.
(iii) Time of Sale
Information . The Time of Sale Information, at the Time of Sale
did not, and at the Closing Time (as hereinafter defined) will not,
contain any untrue statement of a material fact or 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; provided that the Company makes no
representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use in
such Time of Sale Information. No statement of material fact
included in the Prospectus has been omitted from the Time of Sale
Information and no statement of material fact included in the Time
of Sale Information that is required to be included in the
Prospectus has been omitted therefrom.
(iv) Issuer Free Writing
Prospectus . Other than the Preliminary Prospectus and the
Prospectus, the Company (including its agents and representatives,
other than the Underwriters in their capacity as such) has not
made, used, prepared, authorized, approved or referred to and will
not prepare, make, use, authorize, approve or refer to any
“written communication” (as defined in Rule 405 under
the 1933 Act) that constitutes an offer to sell or solicitation of
an offer to buy the Notes (each such communication by the Company
or its agents and representatives (other than a communication
referred to in clause (i) below) an “ Issuer Free
Writing Prospectus ”), other than (i) any document
not constituting a prospectus pursuant to Section 2(a)(10)(a)
of the 1933 Act or Rule 134 under the 1933 Act or (ii) the
documents listed on Annex A hereto and other written communications
approved in writing in advance by the Representative. Each such
Issuer Free Writing Prospectus complied in all material respects
with the 1933 Act, has been filed in accordance with the 1933 Act
(to the extent required thereby) and, when taken together with the
Preliminary Prospectus accompanying an Issuer Free Writing
Prospectus, or delivered prior to delivery of such Issuer Free
Writing Prospectus, did not, and at the Closing Time will not,
contain any untrue statement of a material fact or 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; provided that the Company makes no
representation and warranty with respect to any statements or
omissions made in each such Issuer Free Writing Prospectus in
reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by such Underwriter
through the Representative expressly for use in any Issuer Free
Writing Prospectus.
(v) Incorporated
Documents . The documents incorporated by reference in
the Registration Statement, the Prospectus or the Time of Sale
Information, when they
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became effective or were
filed with the Commission, as the case may be, conformed in all
material respects to the requirements of the 1933 Act or the 1934
Act Regulations, as applicable, and none of such documents
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the
Registration Statement, the Prospectus or the Time of Sale
Information as contemplated by Section 3(e), when such
documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the
requirements of the 1933 Act or the 1934 Act, as applicable, and
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, in the light of the circumstances
under which they were made, not misleading; and no such documents
were filed with the Commission since the Commission’s close
of business on the business day immediately prior to the date of
this Agreement and prior to the execution of this Agreement, except
as set forth on Annex A to this Agreement.
(vi) Registration
Statement and Prospectus . As of the effective date of the
Registration Statement and, in the case of the Prospectus, as of
its date, when, prior to the Closing Time, any amendment to the
Registration Statement becomes effective (including the filing of
any document incorporated by reference in the Registration
Statement), when any amendment or supplement to the Prospectus is
filed with the Commission and at the Closing Time, (i) the
Registration Statement, as then amended as of any such time, the
Prospectus, as then amended or supplemented as of any such time,
and the Indenture will comply in all material respects with the
applicable requirements of the 1933 Act, the Trust Indenture Act of
1939, as amended (the “ 1939 Act ”), and the
1934 Act, and (ii) neither each part of the Registration
Statement, as then amended as of such time, nor the Prospectus, as
then amended or supplemented as of such time, will contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make
the statements therein not misleading; provided ,
however , that the Company makes no representations or
warranties as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility (Form T-1)
under the 1939 Act of the applicable trustees or (ii) the
information contained in or omitted from the Registration Statement
or the Prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through
the Representatives specifically for use in the Registration
Statement and the Prospectus.
(vii) Status of the
Company . The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Florida, and has the power and authority to enter into and
perform its obligations under this Agreement and the Indenture and
to own its property and conduct its business as described in the
Prospectus.
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(viii) Authorization of
Company Agreements . The Notes and the Indenture (collectively,
the “ Transaction Documents ”) have each been
duly authorized by the Company, and, at the Closing Time, will have
been duly executed and delivered by the Company, and, in the case
of the Notes, when validly issued by the Company and validly
authenticated and delivered by the Indenture Trustee, and, in the
case of the Indenture, when validly executed and delivered by the
Indenture Trustee, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law); the
Indenture has been duly qualified under the 1939 Act; the Notes are
entitled to the benefits of the Indenture; and the Transaction
Documents will conform in all material respects to the descriptions
thereof in the Time of Sale Information and the
Prospectus.
(ix) Authorization of
Agreement . This Agreement has been duly authorized, executed
and delivered by the Company.
(x) No Conflicts . The
execution, delivery and performance of the Indenture and this
Agreement, and the issuance and sale of the Notes and compliance by
the Company with the terms and provisions of the Indenture, this
Agreement and the Notes will not result in a breach or violation by
the Company of any of the terms and provisions of, or constitute a
default by the Company under, (A) any statute, rule,
regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or
its property, (B) any agreement or instrument to which the
Company is a party or by which the Company is bound or to which any
of the properties of the Company is subject, except where such
breaches, defaults or violations would not have a material adverse
effect on the condition, financial or otherwise, or in the results
of operations or business affairs of the Company and its
subsidiaries, taken as a whole, whether or not arising in the
ordinary course of business (a “ Material Adverse
Effect ”); or (C) the charter or by-laws of the
Company; and the Company has full power and authority to authorize,
issue and sell the Notes as contemplated by this
Agreement.
(xi) Absence of
Proceedings. Except as disclosed in the Registration Statement,
Time of Sale Information and the Prospectus, there are no pending
actions, suits or proceedings against or affecting the Company or
any of its property that, if determined adversely to the Company,
would individually or in the aggregate have a Material Adverse
Effect, or would materially and adversely affect the ability of the
Company to perform its obligations under this Agreement, or which
are otherwise material in the context of the sale of the Notes; and
no such actions, suits or proceedings are, to the Company’s
knowledge, threatened or contemplated.
(xii) No Material Adverse
Change in Business . Except as disclosed in the Registration
Statement, Time of Sale Information or the Prospectus, since the
date of the latest audited financial statements included in the
Prospectus or the Time of Sale Information there has been no
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.
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(xiii) Absence of Further
Requirements . 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
Notes hereunder or the consummation of the transactions
contemplated by this Agreement, except such as have been already
obtained or made or as may be required under the 1933 Act or the
rules and regulations of the Commission thereunder (the “
1933 Act Regulations ”) or state securities
laws.
(xiv) Qualification .
The Company is duly qualified as a foreign corporation in all
jurisdictions where it owns or leases substantial real properties
or in which the conduct of its business requires qualification as a
foreign corporation and in which the failure to so qualify could
have a Material Adverse Effect.
(xv) Financial
Statements . The financial statements of the Company, together
with related notes, incorporated in the Registration Statement, the
Time of Sale Information and the Prospectus directly or by
reference present fairly, in accordance with generally accepted
accounting principles consistently applied (except as stated
therein and except the notes to the interim financial statements),
the financial position and the results of operations of the Company
and its predecessors at the dates and for the respective periods to
which they apply.
(xvi) Auditors .
PricewaterhouseCoopers LLP, who have certified financial statements
of the Company, are independent registered certified public
accountants with respect to the Company within the applicable rules
and regulations adopted by the Commission and the Public Company
Accounting Oversight Board (United States) and as required by the
1933 Act and the 1933 Act Regulations.
(xvii) Investment Company
Act . The Company is not, and, upon the issuance and sale of
the Notes as herein contemplated and the application of the net
proceeds therefrom as described in the Prospectus, will not be, an
“investment company” or an entity
“controlled” by an “investment company” as
such terms are defined in the Investment Company Act of 1940, as
amended (the “ 1940 Act ”).
(xviii) Internal
Accounting Controls . The Company, together with TECO Energy,
Inc. (“ TECO Energy ”) and TECO Energy’s
direct and indirect subsidiaries, considered as one enterprise,
maintain a system of internal accounting controls sufficient to
provide reasonable assurance that: (A) transactions are
executed in accordance with management’s general or specific
authorizations; (B) transactions are recorded as necessary to
permit preparation of their 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 their
assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any
differences.
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(xix) Disclosure Controls
and Procedures . The Company has established and maintains
disclosure controls and procedures (as such term is defined in
Rules 13a-15 and 15d-14 under the 1934 Act); such disclosure
controls and procedures are designed to ensure that material
information relating to the Company and each subsidiary 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;
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.
(xx) Sarbanes-Oxley
Compliance . The Company is in compliance in all material
respects with the applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection
therewith, including Section 402 related to loans and Sections
302 and 906 related to certifications.
(xxi) Status under the
1933 Act . The Company is not an ineligible issuer and is a
well-known seasoned issuer, in each case as defined under the 1933
Act, in each case at the times specified in the 1933 Act in
connection with the offering of the Notes, without taking account
of any determination by the Commission pursuant to Rule 405 that it
is not necessary that the Company be considered an ineligible
issuer. The Company has paid the registration fee for this offering
pursuant to Rule 456(b)(1) under the 1933 Act or will pay such fees
within the time period required by such rule (without giving effect
to the proviso therein) and in any event prior to the Closing
Time.
(xxii) Cuba . The
Company has complied with all provisions of Section 517.075 of
the Florida Statutes relating to doing business with the Government
of Cuba or with any person or affiliate located in Cuba.
(xxiii) Officer’s
Certificates . Any certificate signed by any officer of the
Company 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.
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SECTION 2. Sale and Delivery to
Underwriters, Closing .
(a) Notes . 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 and each Underwriter, severally
and not jointly, agrees to purchase from the Company, at the price
and with the terms set forth in Schedule B , the principal
amount of Notes set forth in Schedule A opposite the name of
such Underwriter, plus any additional amount of Notes which such
Underwriter may become obligated to purchase pursuant to the
provisions of Section 11 hereof.
(b) Payment . Payment
of the purchase price for, and delivery of, the Notes shall be made
at the offices of the Representatives, 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 business day after the date hereof
(unless postponed in accordance with the provisions of
Section 11), 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 the “ Closing Time ”).
Payment shall be made by the
Representatives to the Company by wire transfer of immediately
available funds to a bank account(s) designated by the Company to
the Representatives against delivery of the Notes in the form of
one or more permanent global securities in definitive form (the
“ Global Securities ”) deposited with the
Trustee as custodian for The Depository Trust Company (“
DTC ”), registered in the name of Cede & Co.,
as nominee for DTC, and to be credited to each Underwriter’s
account at DTC. Interests in any permanent global securities will
be held only in book-entry form through DTC, except in the limited
circumstances described in the Prospectus. 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 Notes which it has agreed to
purchase.
(c) Registration . The
Global Securities will be made available for examination by the
Representatives at the office of DTC or its designated custodian at
least one business day prior to the Closing Time.
(d) Acknowledgment .
The Company acknowledges and agrees that the Underwriters are
acting solely in the capacity of an arm’s length contractual
counterparty to the Company with respect to the offering of the
Notes contemplated hereby (including in connection with determining
the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Company or any other person.
Additionally, neither the Representatives nor any other Underwriter
is advising the Company or any other person as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction.
The Company shall consult with its own advisors concerning such
matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated
hereby, and the Underwriters shall have no responsibility or
liability to the Company with respect thereto. Any review by the
Underwriters of the Company, the transactions contemplated hereby
or other matters relating to such transactions will be performed
solely for the benefit of the Underwriters and shall not be on
behalf of the Company.
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SECTION 3. Covenants of the
Company . The Company covenants with each Underwriter as
follows:
(a) Compliance with
Securities Regulations and Commission Requests . Subject to
Section 3(b), it will prepare the Prospectus in a form
approved by the Representatives and file such Prospectus (pursuant
to Rule 424(b) within the time prescribed under Rule 424(b) and
Rule 430A, 430B or 430C, as the case may be), prepare a final term
sheet containing solely a description of the Notes in a form
approved by the Representatives and attached hereto as Annex B, and
file such term sheet pursuant to Rule 433(d) under the 1933 Act and
all other material required to be filed by the Company with the
Commission pursuant to Rule 433(d) under the 1933 Act within the
time required by such Rule. The Company 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 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 Notes for offering or
sale in any jurisdiction, or of the initiation or threatening of
any proceedings for any such purposes. It 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 received
for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. It will make every reasonable
effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the withdrawal thereof at the earliest
possible moment.
(b) Amendments . It
will give the Representatives notice of its intention to file or
prepare any amendment to the Registration Statement or any
amendment, supplement or revision to the Prospectus or any Issuer
Free Writing prospectus, whether pursuant to the 1933 Act, the 1934
Act or otherwise; it will furnish the Representatives with copies
of any such documents a reasonable amount of time prior to such
proposed filing or use, as the case may be, and will not file or
use any such document to which the Representatives or counsel for
the Underwriters shall reasonably object; provided ,
however , that the foregoing shall not apply to any of the
Company’s filings with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act if filed after the
completion of the distribution of the Notes.
(c) Delivery of
Registration Statements . It has furnished or will deliver to
each of the Representatives and counsel for the Underwriters,
without charge, one conformed copy of the Registration Statement as
originally filed and of each amendment thereto (including exhibits
filed therewith or incorporated by reference therein and documents
incorporated or deemed to be incorporated by reference therein) and
one conformed copy of all consents and certificates of experts, and
will also deliver to each of the Representatives, without charge, a
conformed copy of the Registration Statement as originally filed
and of each amendment thereto (without exhibits) for each of the
Underwriters. The copies of the Registration Statement and each
amendment thereto furnished to the Underwriters will be identical
to the electronically transmitted copies thereof filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval System (“ EDGAR ”), except to the
extent permitted by Regulation S-T.
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(d) Delivery of
Prospectuses and Issuer Free Writing Prospectus . It has
delivered to each Underwriter, without charge, as many copies of
each Preliminary Prospectus and any Issuer Free Writing Prospectus
relating to the Notes as such Underwriter reasonably requested, and
it hereby consents to the use of such copies for purposes permitted
by the 1933 Act. It will furnish to each Underwriter, without
charge, during the period when the Prospectus is required to be
delivered under the 1933 Act or the 1934 Act (including in
circumstances where such requirements may be satisfied pursuant to
Rule 172), such number of copies of the Prospectus (as amended or
supplemented) and any Issuer Free Writing Prospectus as such
Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto, and any Issuer Free Writing
Prospectus furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation
S-T.
(e) Continued Compliance
with Securities Laws . It will comply with the 1933 Act and the
1933 Act Regulations and the 1934 Act Regulations so as to permit
the completion of the distribution of the Notes as contemplated in
this Agreement and in the Prospectus. If at any time when a
prospectus is required by the 1933 Act to be delivered in
connection with sales of the Notes, any event shall occur or
condition shall exist as a result of which it is necessary, in the
opinion of counsel for the Underwriters or for the Company, to
amend the Registration Statement or amend or supplement the
Prospectus so that the Prospectus will not include any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in
the light of the circumstances existing at the time it is delivered
to a purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, it will
promptly prepare and file with the Commission, subject to
Section 3(b), such amendment or supplement as may be necessary
to correct such statement or omission or to make the Registration
Statement or the Prospectus comply with such requirements, and it
will furnish to the Underwriters such number of copies of such
amendment or supplement as the Underwriters may reasonably
request.
(f) Blue Sky
Qualifications . It will use its best efforts, in cooperation
with the Underwriters, to qualify the Notes for offering and sale
under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Representatives may
designate and to maintain such qualifications in effect so long as
required to complete the distribution of the Notes; provided
, however , that it shall not be obligated to file any
general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not
otherwise so subject. In each jurisdiction in which the Notes have
been so qualified, it will file such statements and reports as may
be required by the laws of such jurisdiction to continue such
qualification in effect so long as
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