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Execution Copy
Regency Centers, L.P.
5.875% Notes Due 2017
Guaranteed by Regency Centers Corporation
Underwriting Agreement
May 31, 2007
J.P.
Morgan Securities Inc.
Wachovia Capital Markets, LLC
As representatives
of the
several
Underwriters named in Schedule I hereto
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 S. College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Regency
Centers, L.P., a Delaware limited partnership (the
“Partnership”), proposes, subject to the terms and
conditions stated herein, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”) an
aggregate of $400,000,000 principal amount of its 5.875% Notes due
2017 (the “Securities”). The Securities will be
unconditionally guaranteed by the guarantees (the
“Guarantees”) of Regency Centers Corporation, a Florida
corporation (the “Guarantor”).
1.
The Partnership and the Guarantor jointly and severally represent
and warrant to, and agree with, each of the Underwriters
that:
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(a)
A registration statement on Form S-3 (File
No. 333-125886) (the “Initial Registration
Statement”) in respect of the Securities and the Guarantees
has been filed with the Securities and Exchange Commission (the
“Commission”); the Initial Registration Statement and
any post-effective amendment thereto, each in the form heretofore
delivered to the Representatives and, excluding exhibits thereto,
but including all documents incorporated by reference in the
prospectus contained therein, to the Representatives for each of
the other Underwriters, have been declared effective by the
Commission in such form; other than a registration statement, if
any, increasing the size of the offering (a “Rule 462(b)
Registration Statement”), filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the
“Act”), which became effective upon filing, no other
document with respect to the Initial Registration Statement or
document incorporated by reference therein has heretofore been
filed or transmitted for filing with the Commission (other than
prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Act, each in the form
heretofore delivered to the Representatives); and no stop order
suspending the effectiveness of the Initial Registration Statement,
any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission
(any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a)
under the Act, is hereinafter called a “Preliminary
Prospectus”; the various parts of the Initial Registration
Statement and the Rule 462(b) Registration Statement, if any,
including all exhibits thereto and including the information
contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with
Section 5(a) hereof and deemed by virtue of Rule 430A
under the Act to be part of the Initial Registration Statement at
the time it was effective, each as amended at the time such part of
the Initial Registration Statement became effective or such part of
the Rule 462(b) Registration Statement, if any, became or
hereafter becomes effective, are hereinafter collectively called
the “Registration Statement”; the Preliminary
Prospectus relating to the Securities that was included in the
Registration Statement immediately prior to the Applicable Time (as
defined in Section 1(b) hereof) is hereinafter called the
“Pricing Prospectus”; the prospectus relating to the
Securities and the Guarantees, in the form in which it has most
recently been filed, or transmitted for filing, with the Commission
on or prior to the date of this Agreement, being hereinafter called
the “Prospectus”; any reference herein to any
Preliminary Prospectus, the Pricing Prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the date of such prospectus; and any reference
to any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus or Prospectus,
as the case may be, under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and incorporated therein;
any reference to any amendment to the Initial Registration
Statement shall be deemed to refer to and include any annual or
special report of the Partnership or the Guarantor filed pursuant
to Section 13(a) or 15(d) of the Exchange Act after the effective
date of the Initial Registration Statement that is incorporated by
reference in the Registration Statement; and any “issuer free
writing prospectus” as defined in Rule 433 under the Act
relating to the Securities is hereinafter called an “Issuer
Free Writing Prospectus”); |
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(b)
For the purposes of this Agreement, the “Applicable
Time” is 3:00 p.m. (Eastern time) on the date of this
Agreement; the Pricing Prospectus as supplemented by the final term
sheet prepared and filed pursuant to Section 5(a) hereof and
each Issuer Free Writing Prospectus , taken together
(collectively, the “Pricing Disclosure Package”) as of
the Applicable Time, did not include any untrue statement of a
material fact or omit 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; and each Issuer Free
Writing Prospectus listed on Schedule II(a) or
Schedule II(b) hereto does not conflict with the information
contained in the Registration Statement, the Pricing Prospectus or
the Prospectus; provided , however , that this
representation and warranty shall not apply to statements or
omissions made in an Issuer Free Writing Prospectus in reliance
upon and in conformity with information furnished in writing to the
Partnership and the Guarantor by an Underwriter through the
Representatives expressly for use therein; |
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(c)
The documents incorporated by reference in the Pricing Prospectus
and the Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all material
respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an 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 not misleading; and any further documents so filed and
incorporated by reference in the Prospectus or any further
amendment or supplement thereto, 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
Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder 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; provided , however
, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Partnership and the
Guarantor by an Underwriter through the Representatives expressly
for use therein; 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
Schedule II(b) hereto; |
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(d)
The Registration Statement conforms and the Prospectus and any
further amendments or supplements to the Registration Statement and
the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), and the rules and
regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to each part of the
Registration Statement and as of the applicable filing date as to
the Prospectus and any amendment or supplement thereto, 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; provided , however
, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Partnership and the
Guarantor by an Underwriter of Securities through the
Representatives expressly for use therein; |
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(e)
Neither the Guarantor nor any of its subsidiaries (including the
Partnership) has sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Pricing Prospectus any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth
or contemplated in the Pricing Prospectus; and, since the
respective dates as of which information is given in the
Registration Statement and the Pricing Prospectus, there has not
been any change in the capital stock of the Guarantor or any of its
subsidiaries (including the Partnership) (other than issuances of
capital stock in connection with employee benefit plans, the
exercise of options, the exchange of Partnership units and the
payment of earn-outs pursuant to contractual commitments) or in the
partners’ capital of the Partnership or any of its
subsidiaries, any change in mortgage loans payable or long-term
debt of the Guarantor or any of its subsidiaries (including the
Partnership) in excess of $20,000,000 or in the mortgage loans
payable or long-term debt of the Partnership or any of its
subsidiaries or any material adverse change in excess of
$20,000,000, or any development involving a prospective material
adverse change, in or affecting the general affairs, management,
financial position, stockholders’ equity, partners’
capital or results of operations of the Guarantor and its
subsidiaries (including the Partnership), otherwise than as set
forth or contemplated in the Pricing Prospectus; |
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(f)
The Guarantor and its subsidiaries (including the Partnership) have
good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them,
in each case free and clear of all liens, encumbrances and defects
except such as are described in the Pricing Prospectus or such as
do not 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 Guarantor and its subsidiaries (including the
Partnership); and any real property and buildings held under lease
by the Guarantor and its subsidiaries (including the Partnership)
are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with
the use made and proposed to be made of such property and buildings
by the Guarantor and its subsidiaries (including the
Partnership); |
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(g)
The Partnership has been duly organized and is validly existing in
good standing under the laws of the State of Delaware, with power
and authority to own its properties and conduct its business as
described in the Pricing Prospectus, and has been duly qualified as
a foreign partnership for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it
owns or leases properties or conducts any business so as to require
such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such
jurisdiction; the Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the State of Florida, with power and authority (corporate and
other) to own its properties and conduct its business as described
in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such
qualification, or is subject to no material liability or disability
by reason of the failure to be so qualified in any such
jurisdiction; and each subsidiary of the Guarantor has been duly
incorporated or organized and is validly existing as a corporation
or other entity in good standing under the laws of its jurisdiction
of incorporation or organization; |
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(h)
The Partnership has an authorized capitalization as set forth in
the Pricing Prospectus, and all of the issued partnership interests
of the Partnership have been duly and validly authorized and issued
and are fully paid and non-assessable; all of the issued shares of
capital stock of the Guarantor have been duly and validly
authorized and issued and are fully paid and non-assessable; and,
except as set forth on Exhibit A, all of the issued shares of
capital stock or other equity interests of each subsidiary of the
Guarantor have been duly and validly authorized and issued, are
fully paid and non-assessable and (except as set forth on Exhibit A
and directors’ qualifying shares) are owned directly or
indirectly by the Guarantor, free and clear of all liens,
encumbrances, equities or claims; |
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(i)
The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement and authenticated pursuant to
the Indenture (as hereinafter defined), such Securities will have
been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Partnership
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, fraudulent transfer, equitable
subordination, fair dealing, insolvency, reorganization and other
laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; entitled
to the benefits provided by the indenture dated as of
December 5, 2001 (the “Base Indenture”) among the
Partnership, the Guarantor and U.S. Bank National Association, as
Trustee (the “Trustee”), as amended and supplemented by
a supplemental indenture to be entered into at or before the Time
of Delivery (as defined in Section 4 hereof) among the Partnership,
the Guarantor and Trustee (the “Supplemental Indenture”
and, together with the Base Indenture, the
“Indenture”), under which they are to be issued, which
is substantially in the form filed or to be filed as an exhibit to
the Registration Statement; the Indenture has been duly authorized
and duly qualified under the Trust Indenture Act and, at the Time
of Delivery, the Indenture will constitute a valid and legally
binding instrument, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, fraudulent transfer,
equitable subordination, fair dealing, insolvency, reorganization
and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; the
Guarantees have been duly authorized and, when the Securities are
issued and delivered pursuant to this Agreement, the Guarantees
will have been duly executed, issued and delivered and will
constitute a valid and legally binding obligation of the Guarantor,
enforceable in accordance with their terms, subject, as to
enforcement, to bankruptcy, fraudulent transfer, equitable
subordination, fair dealing, insolvency, reorganization and other
laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; and the
Indenture conforms, and the Securities and the Guarantees will
conform, to the descriptions thereof in the Pricing Disclosure
Package and the Prospectus; |
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(j)
None of the transactions contemplated by this Agreement (including,
without limitation, the use of the proceeds from the sale of the
Securities) will violate or result in a violation of Section 7
of the Exchange Act, or any regulation promulgated thereunder,
including, without limitation, Regulations G, T, U, and X of
the Board of Governors of the Federal Reserve System; |
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(k)
Prior to the date hereof, neither the Guarantor nor any of its
affiliates (including the Partnership) has taken any action which
is designed to or which has constituted or which might have been
expected to cause or result in stabilization or manipulation of the
price of any security of the Partnership or the Guarantor in
connection with the offering of the Securities and the
Guarantees; |
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(l)
The issue and sale of the Securities, the issue of the Guarantees
and the compliance by the Partnership and the Guarantor with all of
the provisions of the Securities, the Guarantees, the Indenture,
this Agreement and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Guarantor
or any of its subsidiaries (including the Partnership) is a party
or by which the Guarantor or any of its subsidiaries (including the
Partnership) is bound or to which any of the property or assets of
the Guarantor or any of its subsidiaries (including the
Subsidiaries) is subject, nor will such action result in any
violation of the provisions of the Articles of Incorporation or
By-laws of the Guarantor, the Certificate of Limited Partnership or
partnership agreement of the Partnership or any statute or any
order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Guarantor or any of its
subsidiaries (including the Partnership) or any of their
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of
the Securities, the issue of the Guarantees or the consummation by
the Partnership and the Guarantor of the transactions contemplated
by this Agreement or the Indenture, except such as have been, or
will have been prior to the Time of Delivery, obtained under the
Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the
Underwriters; |
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(m)
Neither the Guarantor nor any of its subsidiaries (including the
Partnership) is in violation of its Articles of Incorporation,
By-laws, Certificate of Limited Partnership or partnership
agreement or in default in the performance or observance of any
material obligation, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or
any of its properties may be bound; |
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(n)
The statements set forth in the Pricing Prospectus and Prospectus
under the caption “Description of the Notes”, insofar
as they purport to constitute a summary of the terms of the
Securities and the Guarantees, and under the caption “Certain
Federal Income Tax Considerations”, insofar as they purport
to describe the provisions of the laws and documents referred to
therein, and under the captions “Plan of Distribution”
and “Underwriting” insofar as they purport to describe
the documents referred to therein, are accurate and complete in all
material respects; |
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(o)
Other than as set forth in the Pricing Prospectus, there are no
legal or governmental proceedings pending to which the Guarantor or
any of its subsidiaries (including the Partnership) is a party or
of which any property of the Guarantor or any of its subsidiaries
(including the Partnership) is the subject which, if determined
adversely to the Guarantor or any of its subsidiaries (including
the Partnership), would individually or in the aggregate have a
material adverse effect on the current or future financial
position, stockholders’ equity, partners’ capital or
results of operations of the Guarantor and its subsidiaries
(including the Partnership); and, to the best of the
Partnership’s knowledge and the Guarantor’s knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others; |
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(p)
The Guarantor has qualified to be taxed as a real estate investment
trust pursuant to Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the “Code”), for each
of the fiscal years from its inception through the most recently
completed fiscal year, and the Guarantor’s present and
contemplated organization, ownership, method of operation, assets
and income are such that the Guarantor is in a position under
present law to so qualify for the current fiscal year and in the
future; |
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(q)
Neither the Guarantor nor the Partnership has knowledge of
(a) the presence of any hazardous substances, hazardous
materials, toxic substances or waste materials (collectively,
“Hazardous Materials”) on any of the properties owned
by it in violation of law or in excess of regulatory action levels
or (b) any unlawful spills, releases, discharges or disposal
of Hazardous Materials that have occurred or are presently
occurring on or off such properties as a result of any construction
on or operation and use of such properties, which presence or
occurrence would materially adversely affect the condition,
financial or otherwise, or the earnings, business affairs or
business prospects of the Guarantor or the Partnership; and in
connection with the construction on or operation and use of the
properties owned by the Guarantor and the Partnership, neither has
any knowledge of any material failure to comply with all applicable
local, state and federal environmental laws, regulations, agency
requirements, ordinances and administrative and judicial
orders; |
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(r)
Neither the Partnership nor the Guarantor is, and after giving
effect to the offering and sale of the Securities and the issuance
of the Guarantees, will be an “investment company”, or
an entity “controlled” by an “investment
company”, as such terms are defined in the United States
Investment Company Act of 1940, as amended (the “Investment
Company Act”); |
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(s)
KPMG LLP, who have certified certain financial statements of the
Partnership and its subsidiaries and the Guarantor and its
subsidiaries, are independent public accountants as required by the
Act and the rules and regulations of the Commission
thereunder; |
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(t)
The Guarantor and its subsidiaries (including the Partnership)
maintain an effective system of “disclosure controls and
procedures” (as defined in Rule 13a-15(e) of the Exchange
Act) that is designed to ensure that information required to be
disclosed by the Guarantor and the Partnership in reports that they
file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Commission’s rules and forms, including controls and
procedures designed to ensure that such information is accumulated
and communicated to the Guarantor or the Partnership’s
respective management as appropriate to allow timely decisions
regarding required disclosure. The Guarantor and its subsidiaries
(including the Partnership) have carried out evaluations of the
effectiveness of their disclosure controls and procedures as
required by Rule 13a-15 of the Exchange Act; and |
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(u)
The Guarantor and its subsidiaries (including the Partnership)
maintain systems of “internal control over financial
reporting” (as defined in Rule 13a-15(f) of the Exchange Act)
that comply with the requirements of the Exchange Act and have been
designed by, or under the supervision of, their respective
principal executive and principal financial officers, or persons
performing similar functions, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles,
including, but not limited to internal accounting controls
sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or
specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Except
as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, there are no material weaknesses in the
Guarantor or the Partnership’s internal controls. |
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2.
Subject to the terms and conditions herein set forth, the
Partnership agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to
purchase from the Partnership, at a purchase price of 98.877% of
the principal amount thereof, plus accrued interest, if any, from
June 5, 2007 to the Time of Delivery hereunder, the principal
amount of Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
3.
Upon the authorization by the Representatives of the release of the
Securities and the Guarantees thereof, the several Underwriters
propose to offer the Securities for sale upon the terms and
conditions set forth in the Prospectus.
4.
The Securities to be purchased by each Underwriter hereunder shall
be in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight
hours’ prior notice to the Partnership, shall be delivered by
or on behalf of the Partnership to the Representatives for the
account of such Underwriter, against payment by such Underwriter or
on its behalf of the purchase price therefor by wire transfer of
Federal (same-day) funds to the account specified by the
Partnership to the Representatives at least forty-eight hours in
advance or at such other place and time and date as the
Representatives and the Partnership may agree upon in writing, such
time and date being herein called the “Time of
Delivery.”
5.
The Partnership and the Guarantor jointly and severally agree with
each of the Underwriters:
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(a)
To prepare the Prospectus in a form approved by the Representatives
and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission’s close of business on the
second business day following the execution and delivery of this
Agreement, or, if applicable, such earlier time as may be required
by Rule 424(b); to make no further amendment or any supplement
to the Registration Statement or the Prospectus prior to the Time
of Delivery which shall be disapproved by the Representatives
promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after
such Time of Delivery and furnish the Representatives with copies
thereof; to prepare a final term sheet, containing solely a
description of the Securities, in a form approved by the
Representatives and to file such term sheet pursuant to
Rule 433(d) under the Act within the time required by such
Rule; to file promptly all other material required to be filed by
the Partnership with the Commission pursuant to Rule 433(d) under
the Act; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Partnership or
the Guarantor with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act for so long as the delivery
of a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Act) is required in connection with the
offering or sale of such Securities, and during such same period to
advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed with the
Commission, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus relating to the Securities, of the
suspension of the qualification of the Securities for offering or
sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in
the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or
other prospectus or suspending any such qualification, to promptly
use its best efforts to obtain the withdrawal of such
order; |
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(b)
Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities
and the Guarantees for offering and sale under the securities laws
of such jurisdictions as the Representatives may request and to
comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of the Securities and the
Guarantees; provided , that in connection therewith neither
the Partnership nor the Guarantor shall be required to qualify as a
foreign corporation or to file a general consent to service of
process in any jurisdiction; |
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(c)
Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from
time to time, to furnish the Underwriters in New York City with
copies of the Prospectus in such quantities as the Representatives
may reasonably request and, if the delivery of a prospectus (or in
lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required at any time in connection with the offering or
sale of the Securities and issuance of the Guarantees and if at
such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made when such Prospectus
(or in lieu thereof, the notice referred to in Rule 173(a)
under the Act) is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in order to
comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such
document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such
compliance; |
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(d)
To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in
Rule 158(c) under the Act), an earnings statement (which need
not be audited) complying with Section 11(a) of the Act and
the rules and regulations of the Commission thereunder (including,
at the option of the Partnership, Rule 158); |
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(e)
During the period beginning from the date hereof and continuing to
and including the later of (i) the termination of trading
restrictions for the Securities, as notified to the Partnership by
the Representatives, and (ii) the Time of Delivery for the
Securities, not to offer, s |
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