Exhibit 1.1
Execution
Version
$250,000,000
SEACOR Holdings
Inc.
7.375% Senior Notes due
2019
Underwriting
Agreement
September 21, 2009
J.P. Morgan Securities
Inc.
Deutsche Bank Securities Inc.
as Representatives of the
several Underwriters listed
in Schedule 1 hereto
J.P. Morgan Securities
Inc.
270 Park Avenue
New York, New York 10017
Deutsche Bank Securities
Inc.
60 Wall Street
New York, New York 10005
Ladies and Gentlemen:
SEACOR Holdings Inc., a Delaware
corporation (the “ Company ”), proposes to issue
and sell to the several Underwriters listed in Schedule 1 hereto
(the “ Underwriters ”), for whom you are acting
as representatives (the “ Representatives ”),
$250,000,000 principal amount of its 7.375% Senior Notes due 2019
(the “ Securities ”). The Securities will be
issued pursuant to a Second Supplemental Indenture (the “
Supplemental Indenture ”) to the Indenture dated as of
January 10, 2001 (the “ Indenture ”)
between the Company and U.S. Bank Trust National Association, as
trustee (the “ Trustee ”).
The Company hereby confirms its
agreement with the several Underwriters concerning the purchase and
sale of the Securities, as follows:
1. Registration Statement .
The Company has prepared and filed an “ automatic shelf
registration statement ” as defined under Rule 405 under
the Securities Act of 1933, as amended (the “ Securities
Act ”), on Form S-3 (File No. 333-162024) in respect
of the Securities with the Securities and Exchange Commission (the
“ Commission ”) on September 21, 2009; such
registration statement, and any post-effective amendment thereto,
became effective on filing; and no stop order suspending the
effectiveness of such registration statement or any part thereof
has been issued and
no proceeding for that purpose has been
initiated, or to the knowledge of the Company, threatened by the
Commission, and no notice of objection of the Commission, to the
use of such registration statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) under the Act has been received
by the Company (the base prospectus filed as part of such
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) relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the Act is
hereinafter called a “ Preliminary Prospectus ”;
the various parts of such registration statement, including all
exhibits thereto (but excluding any Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939, as amended,
and the rules and regulations of the Commission thereunder
(collectively, the “ Trust Indenture Act ”) on
Form T-1 filed therewith) and including any prospectus supplement
relating to the Securities that is filed with the Commission and
deemed by virtue of Rule 430B under the Act to be part of such
registration statement, each as amended at the time such part of
the registration statement became effective, are hereinafter
collectively called the “ Registration Statement
”; the Basic Prospectus, as amended and supplemented
immediately prior to the Time of Sale (as defined below), is
hereinafter called the “ Pricing Prospectus ”;
the form of the final prospectus relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the Act is
hereinafter called the “ Prospectus ”; any
reference herein to the Basic Prospectus, the Pricing Prospectus,
any Preliminary 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 which
were filed under the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”), on or before the date of
such prospectus; any reference to any amendment or supplement to
the Basic Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to any prospectus supplement relating to
the Securities filed with the Commission pursuant to Rule 424(b)
under the Act and any documents filed under the Exchange Act, and
incorporated therein, after the date of the Basic Prospectus, such
Preliminary Prospectus, or the Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Company
filed pursuant to Section 13(a) or 15(d) of the Exchange Act
after the effective date of the 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
”).
At or prior to the time when sales
of the Securities were first made (the “ Time of Sale
”), the Company had prepared the following information
(collectively, the “ Time of Sale Information
”): a Preliminary Prospectus dated September 21, 2009,
and each Issuer Free Writing Prospectus listed on Annex B hereto as
constituting part of the Time of Sale Information.
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2. Purchase of the Securities by
the Underwriters
(a) The Company agrees to issue and
sell the Securities to the several Underwriters as provided in this
Agreement, and each Underwriter, on the basis of the
representations, warranties and agreements set forth herein and
subject to the conditions set forth herein, agrees, severally and
not jointly, to purchase from the Company the respective principal
amount of Securities set forth opposite such Underwriter’s
name in Schedule 1 hereto at a price equal to 98.679% of the
principal amount thereof plus accrued interest, if any, from
September 24, 2009 to the Closing Date (as defined below). The
Company will not be obligated to deliver any of the Securities
except upon payment for all the Securities to be purchased as
provided herein.
(b) The Company understands that the
Underwriters intend to make a public offering of the Securities as
soon after the effectiveness of this Agreement as in the judgment
of the Representatives is advisable, and initially to offer the
Securities on the terms set forth in the Prospectus. The Company
acknowledges and agrees that the Underwriters may offer and sell
Securities to or through any affiliate of an Underwriter and that
any such affiliate may offer and sell Securities purchased by it to
or through any Underwriter.
(c) Payment for and delivery of the
Securities will be made at the offices of Weil, Gotshal &
Manges LLP at 10:00 A.M., New York City time, on September 24,
2009, or at such other time or place on the same or such other
date, not later than the fifth business day thereafter, as the
Representatives and the Company may agree upon in writing. The time
and date of such payment and delivery is referred to herein as the
“ Closing Date ”.
(d) Payment for the Securities shall
be made by wire transfer in immediately available funds to the
account(s) specified by the Company to the Representative against
delivery to the nominee of The Depository Trust Company, for the
account of the Underwriters, of one or more global notes
representing the Securities (collectively, the “ Global
Note ”), with any transfer taxes payable in connection
with the sale of the Securities duly paid by the Company. The
Global Note will be made available for inspection by the
Representatives not later than 1:00 P.M., New York City time, on
the business day prior to the Closing Date.
(e) 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 Securities 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. The Company agrees that it will not claim that the
Underwriters have rendered advisory services of any nature or
respect, or owe an agency, fiduciary or similar duties to the
Company, with respect to the offering of Securities contemplated
hereby.
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3. Representations and Warranties
of the Company . The Company represents and warrants to each
Underwriter that:
(a) 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 Securities Act and did not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or 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
any Preliminary Prospectus.
(b) Time of Sale Information
. The Time of Sale Information, at the Time of Sale, did 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.
(c) Issuer Free Writing
Prospectus . The Company (including its agents and
representatives, other than the Underwriters in their capacity as
such) has not prepared, made, used, 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 Securities Act) that constitutes an
offer to sell or solicitation of an offer to buy the Securities
other than (i) any document not constituting a prospectus
pursuant to Section 2(a)(10)(a) of the Securities Act or Rule
134 under the Securities Act, (ii) the Preliminary Prospectus,
(iii) the Prospectus, (iv) the documents listed on Annex
B hereto as constituting the Time of Sale Information and
(v) any electronic road show or other written communications,
in each case approved in writing in advance by the Representatives.
Each such Issuer Free Writing Prospectus complied in all material
respects with the Securities Act, has been or will be (within the
time period specified in Rule 433) filed in accordance with the
Securities Act (to the extent required thereby) and, when taken
together with the Preliminary Prospectus accompanying, or delivered
prior to delivery of, such Issuer Free Writing Prospectus, did not,
and at the Closing Date will not, contain any untrue statement of a
material fact or omit to state a material
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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 Representatives expressly for use in any Issuer Free
Writing Prospectus.
(d) The Registration Statement
and the Prospectus . As of the applicable effective date of the
Registration Statement and any amendment thereto, the Registration
Statement complied and will comply in all material respects with
the Securities Act and the Trust Indenture Act, and did not 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 in
order to make the statements therein not misleading; and as of the
date of the Prospectus and any amendment or supplement thereto and
as of the Closing Date, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or 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 (i) that
part of the Registration Statement that constitutes the Statement
of Eligibility and Qualification (Form T-1) of the Trustee under
the Trust Indenture Act or (ii) 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 the
Registration Statement and the Prospectus and any amendment or
supplement thereto.
(e) Incorporated Documents .
The documents incorporated by reference in the Registration
Statement, the Prospectus and the Time of Sale Information, when
they were filed with the Commission or became effective, as the
case may be, conformed in all material respects to the requirements
of the Exchange Act or the Securities Act, as the case may be, and
the rules and regulations of the Commission thereunder; 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 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, and the Time of Sale
Information, when such documents are filed with the Commission or
become effective, as the case may be, will conform in all material
respects to the requirements of the Exchange Act or the Securities
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 light
of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made therein in reliance upon
and in conformity with information furnished in writing to the
Company by an Underwriter through the Representatives expressly for
use therein.
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(f) Financial Statements .
The financial statements and the related notes thereto included or
incorporated by reference in the Registration Statement, the Time
of Sale Information and the Prospectus comply in all material
respects with the applicable requirements of the Securities Act and
the Exchange Act and 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
generally accepted accounting principles in the United States
applied on a consistent basis; and the schedules included or
incorporated by reference in the Registration Statement, the Time
of Sale Information and the Prospectus present fairly the
information required to be stated therein.
(g) Material Adverse Change .
Neither the Company nor any of its subsidiaries listed in Schedule
2 of this Agreement (each, a “ Significant Subsidiary
”) has sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the
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 in or
contemplated by the Time of Sale Information and the Prospectus;
and, since the respective dates as of which information is given in
the Registration Statement, the Time of Sale Information and the
Prospectus, there has not been any material change in the capital
stock or long-term debt of the Company or any of its subsidiaries
or any material adverse change in or affecting the general affairs,
prospects, management, financial position or results of operations
of the Company and its subsidiaries, taken as a whole, otherwise
than as set forth in or contemplated by the Time of Sale
Information and the Prospectus and, except as disclosed in or
contemplated by the Time of Sale Information and the Prospectus,
there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital
stock.
(h) Organization and Good
Standing . The Company has been duly incorporated and validly
exists as a corporation under the laws of the State of Delaware,
with power and authority (corporate and other) to own its
properties and conduct its business as described in the Time of
Sale Information and the Prospectus. The Company 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 (if the concept of good standing
is recognized in such other jurisdiction), except where the failure
to be so qualified would not have a material adverse effect on the
general affairs, prospects, management, financial position,
stockholder’s equity or results of operations of the Company
and its subsidiaries, taken as a whole (a “ Material
Adverse Effect ”); each Significant Subsidiary of the
Company has been duly incorporated or organized, as the case may
be, and is validly existing as a corporation or limited liability
company, as the case may be, in good standing under the laws of its
jurisdiction of incorporation or organization, as the case may be
(if the concept of good standing is recognized in such Significant
Subsidiary’s jurisdiction of incorporation or organization),
with power and authority to own its properties and conduct its
business as described in the Prospectus; and each Significant
Subsidiary has been duly qualified as a foreign corporation (or
other entity) for the transaction of business and is in good
standing
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under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification (if the concept of
good standing is recognized in such other jurisdiction), except
where the failure to be so qualified would not have a Material
Adverse Effect.
(i) Capitalization . The
Company has an authorized capitalization as set forth in the
Registration Statement, the Time of Sale Information and the
Prospectus under the heading “ Capitalization ”
and all the outstanding shares of capital stock or other equity
interests of each Significant Subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and
non-assessable, except as otherwise described in the Registration
Statement, the Time of Sale Information and the Prospectus and are
owned directly or indirectly by the Company, free and clear of any
lien, charge, encumbrance, security interest, restriction on voting
or transfer or any other claim of any third party.
(j) Due Authorization . The
Company has full right, power and authority to execute and deliver
this Agreement, the Securities and the Supplemental Indenture
(collectively, the “ Transaction Documents ”)
and to perform its obligations hereunder and thereunder; and all
action required to be taken for the due and proper authorization,
execution and delivery of each of the Transaction Documents and the
consummation of the transactions contemplated thereby has been duly
and validly taken.
(k) The Indenture . The
Indenture has been duly authorized by the Company and has been duly
qualified under the Trust Indenture Act and constitutes a valid and
legally binding agreement of the Company enforceable against the
Company in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally or
by equitable principles relating to enforceability (collectively,
the “ Enforceability Exceptions ”).
(l) The Supplemental
Indenture . The Supplemental Indenture has been duly authorized
by the Company and upon effectiveness of the Registration Statement
was or will have been duly qualified under the Trust Indenture Act
and, when duly executed and delivered in accordance with its terms
by each of the parties thereto, will constitute a valid and legally
binding agreement of the Company enforceable against the Company in
accordance with its terms, except as enforceability may be limited
by the Enforceability Exceptions.
(m) The Securities . The
Securities have been duly authorized by the Company and, when duly
executed, authenticated, issued and delivered as provided in the
Indenture and paid for as provided herein, will be duly and validly
issued and outstanding and will constitute valid and legally
binding obligations of the Company enforceable against the Company
in accordance with their terms, subject to the Enforceability
Exceptions, and will be entitled to the benefits of the
Indenture.
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(n) Underwriting Agreement .
This Agreement has been duly authorized, executed and delivered by
the Company.
(o) Descriptions of the
Transaction Documents . Each Transaction Document and the
Indenture conform in all material respects to the description
thereof contained in the Registration Statement, the Time of Sale
Information and the Prospectus.
(p) No Violation or Default .
Neither the Company nor any of its Significant Subsidiaries is
(i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has
occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of
any term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound
or to which any of the property or assets of the Company or any of
its subsidiaries is subject; or (iii) in violation of any law
or statute or any judgment, order, rule or regulation of any court
or arbitrator or governmental or regulatory authority, except, in
the case of clauses (ii) and (iii) above, for any such
default or violation that would not, individually or in the
aggregate, have a Material Adverse Effect.
(q) No Conflicts . The
execution, delivery and performance by the Company of each of the
Transaction Documents and this Agreement, the issuance and sale of
the Securities and compliance by the Company with the terms thereof
and the consummation of the transactions contemplated by the
Transaction Documents and this Agreement will not (i) conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries
pursuant to, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, (ii) result
in any violation of the provisions of the charter or by-laws or
similar organizational documents of the Company or any of its
subsidiaries or (iii) result in the violation of any law or
statute or any judgment, order, rule or regulation of any court or
arbitrator or governmental or regulatory authority, except, in the
case of clauses (i) and (iii) above, for any such
conflict, breach, violation or default that would not, individually
or in the aggregate, have a Material Adverse Effect or adversely
affect the ability of the Company to consummate the transactions
contemplated hereby.
(r) No Consents Required . No
consent, approval, authorization, order, registration or
qualification of or with any court or arbitrator or governmental or
regulatory authority is required for the execution, delivery and
performance by the Company of each of the Transaction Documents and
this Agreement, the issuance and sale of the Securities and
compliance by the Company with the terms thereof and the
consummation of the transactions contemplated by the Transaction
Documents and this Agreement, except for the registration of the
Securities under the Securities Act, the
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qualification of the Indenture or
the Supplemental Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, orders and registrations or
qualifications as may be required under applicable state securities
laws in connection with the purchase and distribution of the
Securities by the Underwriters.
(s) Legal Proceedings .
Except as described in the Registration Statement, the Time of Sale
Information and the Prospectus, there are no legal, governmental or
regulatory investigations, actions, suits or proceedings pending to
which the Company or any of its subsidiaries is a party or to which
any property of the Company or any of its subsidiaries is or may be
the subject that, individually or in the aggregate, if determined
adversely to the Company or any of its subsidiaries, could
reasonably be expected to have a Material Adverse Effect; and, to
the best of the Company’s knowledge, no such investigations,
actions, suits or proceedings are threatened or, to the best
knowledge of the Company, contemplated by any governmental or
regulatory authority or threatened by others.
(t) Title to Real and Personal
Property . Except as disclosed in the Registration Statement,
the Time of Sale Information and the Prospectus and except as would
not be reasonably likely to have a Material Adverse Effect, the
Company and its Significant Subsidiaries have good title to all
real properties and all other properties and assets owned by them,
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 Registration Statement, the Time of Sale Information and the
Prospectus, the Company and its Significant Subsidiaries hold any
leased real or personal property under valid and enforceable leases
with no exceptions that would materially interfere with the use
made or to be made thereof by them.
(u) Title to Intellectual
Property . 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 its subsidiaries, would
individually or in the aggregate have a Material Adverse
Effect.
(v) Independent Accountants .
Ernst & Young LLP who have certified certain financial
statements of the Company and its subsidiaries is an independent
registered public accounting firm with respect to the Company and
its subsidiaries within the applicable rules and regulations
adopted by the Commission and the Public Company Accounting
Oversight Board (United States) and as required by the Securities
Act.
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(w) Investment Company Act.
The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof
as described in the Registration Statement, the Time of Sale
Information and the Prospectus, will not be an “
investment company ” or an entity “
controlled ” by an “ investment company
” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission
thereunder (collectively, “ Investment Company Act
”).
(x) Compliance with Environmental
Laws . Except as described in the Registration Statement, the
Time of Sale Information and the Prospectus, neither the Company
nor any of its subsidiaries is in violation of any statute, any
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 individually or in the
aggregate have a Material Adverse Effect; and the Company is not
aware of any pending investigation that might lead to such a
claim.
(y) Disclosure Controls . The
Company and its subsidiaries 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 Company in
reports that it files or submits 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 Company’s
management as appropriate to allow timely decisions regarding
required disclosure. The Company and its subsidiaries have carried
out evaluations of the effectiveness of their disclosure controls
and procedures as required by Rule 13a-15 of the Exchange
Act.
(z) Accounting Controls . The
Company and its subsidiaries 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
