Exhibit 1.2
Travelers Property Casualty Corp.
42,000,000 Shares a/
Class A Common Stock
($0.01 par value)
International Underwriting Agreement
New York, New York
, 2002
Salomon Brothers International Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ Brothers International (Europe)
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Ltd
UBS AG, acting through its business group UBS Warburg
As Representatives of the several International Underwriters
c/o Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SWIW OSB
England
Ladies and Gentlemen:
Travelers Property Casualty Corp., a corporation organized under the
laws of Connecticut (the "Company"), proposes to sell to the several
International underwriters named in Schedule I hereto (the " International
Underwriters"), for whom you (the "International Representatives") are acting as
representatives, 42,000,000 shares of Class A Common Stock, $0.01 par value per
share ("Common Stock"), of the Company (said shares to be issued and sold by the
Company being hereinafter called the "International Underwritten Securities").
The Company also proposes to grant to the Underwriters an option to purchase up
to 4,200,000 additional shares of Common Stock to cover over-allotments (the
"International Option Securities" and together with the International
Underwritten Securities, the "International Securities"). It is understood that
the Company is concurrently entering into a U.S. Underwriting Agreement dated
the date hereof (the "U.S. Underwriting Agreement") with the several
underwriters named in Schedule I thereto (the "U.S. Underwriters") providing for
the sale by the Company of an
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a/ Plus an option to purchase from the Company, up to 4,200,000
additional International Securities to cover over-allotments.
aggregate of 168,000,000 shares of Common Stock (said shares to be sold by the
Company pursuant to the U.S. Underwriting Agreement being hereinafter called the
"U.S. Underwritten Securities") and providing for the grant to the U.S.
Underwriters of an option to purchase from the Company up to 16,800,000
additional shares of Common Stock to cover over-allotments (the "U.S. Option
Securities" and together with the U.S. Underwritten Securities, the "U.S.
Securities"; and the U.S. Securities and the International Securities together,
the "Securities"). It is further understood and agreed that the U.S.
Underwriters and the International Underwriters have entered into an Agreement
Between U.S. Underwriters and International Underwriters dated the date hereof
(the "Agreement Between U.S. Underwriters and International Underwriters"),
pursuant to which, among other things, the International Underwriters may
purchase from the U.S. Underwriters a portion of the U.S. Securities to be sold
pursuant to the U.S. Underwriting Agreement and the U.S. Underwriters may
purchase from the International Underwriters a portion of the International
Securities to be sold pursuant to this International Underwriting Agreement. To
the extent there are no additional International Underwriters listed on Schedule
I other than you, the term International Representatives as used in this
International Underwriting Agreement shall mean you, as International
Underwriters, and the terms International Representatives and International
Underwriters shall mean either the singular or plural as the context requires.
The use of the neuter in this International Underwriting Agreement shall include
the feminine and masculine wherever appropriate. Certain terms used in this
International Underwriting Agreement are defined in Section 17 hereof.
As part of the offering contemplated by the U.S. Underwriting
Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. has agreed to reserve out of the U.S.
Securities set forth opposite its name on the Schedule I to the U.S.
Underwriting Agreement, up to shares, for sale to the Company's employees,
officers and directors and to independent agents that sell the Company's
products (collectively, "Participants"), as set forth in the Prospectus under
the heading "Underwriting" (the "Directed Share Program"). The Securities to be
sold by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. pursuant to the Directed Share Program (the
"Directed Shares") will be sold by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. pursuant to the
U.S. Underwriting Agreement at a price of $ per share. Any Directed Shares not
orally confirmed for purchase by any Participants by the end of the business day
immediately following the date on which this Agreement is executed will be
offered to the public as set forth in the Prospectuses.
1. REPRESENTATIONS AND WARRANTIES. (a) The Company represents
and warrants to, and agrees with, each International Underwriter as set forth
below in this Section 1(a).
(i) The Company has prepared and filed with the Commission a
registration statement (file number 333-82388) on Form S-1, including
related preliminary prospectuses, for registration under the Act of the
offering and sale of the Securities. The Company may have filed one or
more amendments thereto, including related preliminary prospectuses,
each of which has previously been furnished to you. The Company will
next file with the Commission either (1) prior to the Effective Date of
such registration statement, a further amendment
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to such registration statement (including the form of final
prospectuses) or (2) after the Effective Date of such registration
statement, a final prospectuses in accordance with Rules 430A and
424(b). In the case of clause (2), the Company has included in such
registration statement, as amended at the Effective Date, all
information (other than Rule 430A Information) required by the Act and
the rules thereunder to be included in such registration statement and
the Prospectuses. As filed, such amendment and form of final
prospectuses, or such final prospectuses, shall contain all Rule 430A
Information, together with all other such required information, and,
except to the extent the International Representatives shall agree in
writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
latest Preliminary Prospectuses) as the Company has advised you, prior
to the Execution Time, will be included or made therein.
It is understood that two forms of prospectuses are to be used
in connection with the offering and sale of the Securities: one form of
prospectus relating to the U.S. Securities, which are to be offered and
sold to United States and Canadian Persons, and one form of prospectus
relating to the International Securities, which are to be offered and
sold to persons other than United States and Canadian Persons. The U.S.
Prospectus and the International Prospectus are identical except for
the outside front cover page, the discussion under the headings
"Underwriting" and the outside back cover page.
(ii) On the Effective Date, the Registration Statement did or
will, and when the Prospectuses are first filed (if required) in
accordance with Rule 424(b) and on the Closing Date (as defined in this
International Underwriting Agreement) and on any date on which Option
Securities are purchased, if such date is not the Closing Date (a
"settlement date"), each Prospectus (and any supplements thereto) will,
comply in all material respects with the applicable requirements of the
Act and the rules thereunder. On the Effective Date and at the
Execution Time, the Registration Statement did not or will not 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; and, on the Effective Date, each
Prospectus, if not filed pursuant to Rule 424(b), will not, and on the
date of any filing pursuant to Rule 424(b) and on the Closing Date and
any settlement date, each Prospectus (together with any supplement
thereto) 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, in the light of the circumstances under which they were made,
not misleading; PROVIDED, HOWEVER, that the Company makes no
representations or warranties as to the information contained in or
omitted from the Registration Statement or the Prospectuses (or any
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 inclusion in the
Registration Statement or the Prospectuses (or any supplement thereto).
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(iii) Each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is chartered or
organized with full corporate power and authority to own or lease, as
the case may be, and to operate its properties and conduct its business
as described in the Prospectuses, and is duly qualified to do business
as a foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification, except where the
failure to be so qualified in any jurisdiction or to have such powers
or authorities would not have a material adverse effect on the
condition (financial or otherwise), earnings, business or properties of
the Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business (a
"Material Adverse Effect").
(iv) All the outstanding shares of capital stock of each
subsidiary of the Company have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as otherwise
set forth in the Prospectuses, all outstanding shares of capital stock
of such subsidiaries are owned by the Company either directly or
through wholly owned subsidiaries free and clear of any perfected
security interest or any other security interests, claims, liens or
encumbrances, except where the failure to be so authorized and issued,
fully paid and nonassessable, owned by the Company or free and clear of
any such interests, claims, liens or encumbrances would not have a
Material Adverse Effect.
(v) Without limitation of the foregoing, each of the
subsidiaries listed on Annex A attached hereto (the "Insurance
Subsidiaries") is duly organized and licensed as an insurance company
in the jurisdiction of incorporation identified in Annex A hereto, is
duly licensed or authorized as an insurer or reinsurer in each other
jurisdiction where it is required to be so licensed or authorized to
conduct its business as described in the Prospectuses, except where the
failure (individually or in the aggregate) to be so licensed or
authorized in any such jurisdiction would not have a Material Adverse
Effect; each of the Company and each Insurance Subsidiary has made all
required filings under applicable insurance company statutes and has
filed all notices, reports, documents or other information required to
be filed thereunder, except where the failure to have such
authorizations, approvals, orders, consents, licenses, certificates,
permits, registrations or qualifications (individually or in the
aggregate) would not have a Material Adverse Effect, except as set
forth in or contemplated in the Prospectuses (exclusive of any
supplement thereto); and none of the Company or any Insurance
Subsidiary has received any notification from any insurance regulatory
authority to the effect that any additional authorization, approval,
order, consent, license, certificate, permit, registration or
qualification from any insurance regulatory authority is needed to be
obtained by any of the Company or any subsidiary other than in any case
where the failure to acquire such additional authorization, approval,
order, consent, license, certificate, permit, registration or
qualification (individually or in the aggregate) would not have a
Material Adverse Effect.
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(vi) The Company's authorized equity capitalization is as set
forth in the Prospectuses; the capital stock of the Company conforms in
all material respects to the description thereof contained in the
Prospectuses; the outstanding shares of Common Stock have been duly and
validly authorized and issued and are fully paid and nonassessable; the
Securities have been duly and validly authorized, and, when issued and
delivered to and paid for by the Underwriters pursuant to this
International Underwriting Agreement and the U.S. Underwriting
Agreement, will be fully paid and nonassessable; the Securities are
duly listed, and admitted and authorized for trading, subject to
official notice of issuance and evidence of satisfactory distribution,
on the New York Stock Exchange; the certificates for the Securities
comply with the requirements of Connecticut law and the rules of the
New York Stock Exchange; the holders of outstanding shares of capital
stock of the Company are not entitled to preemptive or other rights to
subscribe for the Securities, except as set forth in the Exchange
Agreement, dated as of , between Citigroup Inc. ("Citigroup") and the
Company; and, except as set forth in the Prospectuses, no options,
warrants or other rights to purchase, agreements or other obligations
to issue, or rights to convert any obligations into or exchange any
securities for, shares of capital stock of or ownership interests in
the Company are outstanding.
(vii) There is no franchise, contract or other document of a
character required to be described in the Registration Statement or the
Prospectuses, or to be filed as an exhibit thereto, which is not
described or filed as required; and the statements in the Prospectuses
under the headings "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Environmental Claims,"
"Management's Discussion and Analysis of Financial Condition and
Results of Operations--Asbestos Claims and Litigation," "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Cumulative Injury Other Than Asbestos (▇▇▇▇▇) Claims,"
"Business--Environmental, Asbestos and Other Cumulative Injury Claims,"
"Business--Regulation" and "Business--Legal Proceedings" fairly
summarize the matters therein described.
(viii) This International Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(ix) Each of the agreements listed on Annex B attached hereto
has been duly authorized, executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable
in accordance with its terms, except to the extent that enforcement
thereof may be limited by (A) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (B) general principles of equity
(regardless of whether enforceability is considered in a proceeding at
law or in equity).
(x) 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
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Prospectuses, will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended.
(xi) No consent, approval, authorization, filing with or order
of any court or governmental agency or body is required in connection
with the transactions contemplated in this International Underwriting
Agreement or the U.S. Underwriting Agreement, except such as have been
obtained under the Act and such as may be required under the blue sky
laws or securities laws of any state or foreign jurisdiction in
connection with the purchase and distribution of the Securities by the
Underwriters in the manner contemplated herein and in the Prospectuses,
or except where the failure to obtain such consent, approval,
authorization, filing or order would not have a material adverse effect
on the issuance and sale of the Securities or the consummation of any
of the other transactions contemplated in this International
Underwriting Agreement or the U.S. Underwriting Agreement.
(xii) Neither the issue and sale of the Securities nor the
consummation of any other of the transactions contemplated in this
International Underwriting Agreement or the U.S Underwriting Agreement
nor the fulfillment of the terms of this International Underwriting
Agreement or the U.S Underwriting Agreement will conflict with, or
result in a breach or violation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, (1) the charter or by-laws of the Company or
any of its subsidiaries, (2) the terms of any indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which the
Company or any of its subsidiaries is a party or bound or to which its
or their property is subject, or (3) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any
of its subsidiaries (including the requirements of the insurance laws
and regulations of its state of incorporation and the insurance laws
and regulations of other applicable jurisdictions) of any court,
regulatory body, administrative agency, governmental body, arbitrator
or other authority having jurisdiction over the Company or any of its
subsidiaries or any of its or their properties, except, in the case of
clauses (2) and (3) above, for such conflict, breach or violation that
would not have a material adverse effect on the issuance and sale of
the Securities or the consummation of any other of the transactions
contemplated in this International Underwriting Agreement or the U.S.
Underwriting Agreement.
(xiii) No holders of securities of the Company have rights to
the registration of such securities under the Registration Statement.
(xiv) The consolidated historical financial statements and
schedules of the Company and its consolidated subsidiaries included in
the Prospectuses and the Registration Statement present fairly in all
material respects the financial condition, results of operations and
cash flows of the Company as of the dates and for the periods
indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with
generally
6
accepted accounting principles applied on a consistent basis throughout
the periods involved (except as otherwise noted therein). The selected
financial data set forth under the caption "Selected Historical
Financial Information" in the Prospectuses and Registration Statement
fairly present, on the basis stated in the Prospectuses and the
Registration Statement, the information included therein.
(xv) The statutory financial statements of the Insurance
Subsidiaries, from which certain ratios and other statistical data
included in the Registration Statement and the Prospectuses (and any
amendment or supplement thereto) have been derived, have been prepared
for each relevant period in conformity with accounting practices
prescribed or permitted by the National Association of Insurance
Commissioners and the insurance departments of the states of domicile
of such subsidiaries, in effect at such time of preparation, except as
otherwise stated therein.
(xvi) There are no legal or governmental proceedings
(including, without limitation, actions or proceedings by any insurance
regulatory agency or body) pending or, to the knowledge of the Company,
threatened against the Company or any of its subsidiaries, or to which
the Company or any of its subsidiaries is a party, or to which any of
their respective properties is subject, that (1) could reasonably be
expected to have a material adverse effect on the performance of this
International Underwriting Agreement or the U.S. Underwriting Agreement
or the consummation of any of the transactions contemplated by this
International Underwriting Agreement or the U.S. Underwriting Agreement
or (2) are required to be described in the Registration Statement or
the Prospectuses (exclusive of any supplement thereto) but are not
described as required.
(xvii) Except as disclosed in the Prospectuses, (1) all
reinsurance treaties, contracts, agreements and arrangements to which
the Company or any of the Insurance Subsidiaries is a party and as to
which any of them reported recoverables, premiums due or other amounts
in its most recent statutory financial statements are in full force and
effect, except where the failure of such treaties, contracts,
agreements and arrangements to be in full force and effect would not
have a Material Adverse Effect, and none of the Company or any of the
Insurance Subsidiaries is in violation of, or in default in the
performance, observance or fulfillment of, any material obligation,
agreement, covenant or condition contained therein, which violation or
default would, singly or in the aggregate, have a Material Adverse
Effect and (2) neither the Company nor any of the Insurance
Subsidiaries has received any notice from any other party to any
reinsurance treaty, contract, agreement or arrangement that such other
party intends not to perform such treaty, contract, agreement or
arrangement in any material respect, and the Company and the Insurance
Subsidiaries have no knowledge that any of the other parties to such
treaties, contracts, agreements or arrangements will be unable to
perform its obligations under such treaty, contract, agreement or
arrangement in any material respect, except to the extent (A) the
Company or the Insurance Subsidiaries have established reserves in
their financial
7
statements which they deem adequate for potential uncollectible
reinsurance or (B) such nonperformance would not have a Material
Adverse Effect.
(xviii) To the best knowledge of the Company, no change in any
insurance laws or regulations is pending which could reasonably be
expected to be adopted and if adopted, would have, individually or in
the aggregate with all such changes, a Material Adverse Effect, except
as set forth in or contemplated in the Prospectuses (exclusive of any
supplement thereto).
(xix) Neither the Company nor any subsidiary is in violation
or default of (1) any provision of its charter or by-laws, (2) the
terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which it is a party or bound or to which its
property is subject, or (3) any statute, law, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary (including the
requirements of the insurance laws and regulations of its state of
incorporation and the insurance laws and regulations of other
applicable jurisdictions) or any of its properties, as applicable,
except, in the case of each of clauses (2) or (3) above, for such
violation or default that would not have a Material Adverse Effect.
(xx) KPMG LLP, who have certified certain financial statements
of the Company and its consolidated subsidiaries and delivered their
report with respect to the audited consolidated financial statements
and schedules included in the Prospectuses, are independent public
accountants with respect to the Company within the meaning of the Act
and the applicable published rules and regulations thereunder.
(xxi) There are no transfer taxes or other similar fees or
charges under federal law or the laws of any state, or any political
subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the issuance by the Company
or sale by the Company of the Securities.
(xxii) The Company has filed all foreign, federal, state and
local tax returns that are required to be filed or has requested
extensions thereof (except in any case in which the failure so to file
would not have a Material Adverse Effect), except as set forth in or
contemplated in the Prospectuses (exclusive of any supplement thereto),
and has paid all taxes required to be paid by it and any other
assessment, fine or penalty levied against it, to the extent that any
of the foregoing is due and payable (except for any such tax,
assessment, fine or penalty that is currently being contested in good
faith or as would not have a Material Adverse Effect), except as set
forth in or contemplated in the Prospectuses (exclusive of any
supplement thereto).
(xxiii) No labor problem or dispute with the employees of the
Company or any of its subsidiaries exists or is threatened or imminent,
and the Company is
8
not aware of any existing or imminent labor disturbance by the
employees of any of its or its subsidiaries' principal suppliers,
contractors or customers, that could have a Material Adverse Effect,
except as set forth in or contemplated in the Prospectuses (exclusive
of any supplement thereto).
(xxiv) The Company and its subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the
appropriate federal, state or foreign regulatory authorities (including
insurance departments) necessary to conduct their respective
businesses, and no event or events have occurred which would result in
the impairment, modification, termination or revocation of any such
license, certificate, authorization or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a Material Adverse Effect, except as set forth in
or contemplated in the Prospectuses (exclusive of any supplement
thereto).
(xxv) The Company and each of its subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (1) transactions are executed in accordance with
management's general or specific authorizations; (2) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain asset accountability; (3) access to assets is permitted only
in accordance with management's general or specific authorization; and
(4) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
(xxvi) The Company has not taken, directly or indirectly, any
action that has constituted or that was designed to or might reasonably
be expected to cause or result in, under the Exchange Act or otherwise,
the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(xxvii) Each of the Company and its subsidiaries has fulfilled
its obligations, if any, under the minimum funding standards of ▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Employee Retirement Income Security Act of
1974 ("ERISA") and the regulations and published interpretations
thereunder with respect to each "plan" (as defined in Section 3(3) of
ERISA and such regulations and published interpretations) in which
employees of the Company and its subsidiaries are eligible to
participate, except where the failure to fulfill such obligations would
not have a Material Adverse Effect, and each such plan is in compliance
in all material respects with the presently applicable provisions of
ERISA and such regulations and published interpretations. The Company
and its subsidiaries have not incurred any unpaid liability to the
Pension Benefit Guaranty Corporation (other than for the payment of
premiums in the ordinary course) or to any such plan under Title IV of
ERISA, except where the failure to fulfill such obligations or any such
noncompliance would not have a Material Adverse Effect.
9
(xxviii) The Company and its subsidiaries own, possess,
license or have other rights to use, on reasonable terms, all patents,
patent applications, trade and service marks, trade and service ▇▇▇▇
registrations, trade names, copyrights, licenses, inventions, trade
secrets, technology, know-how and other intellectual property
(collectively, the "Intellectual Property") necessary for the conduct
of the Company's business as now conducted, except where the failure to
so own, possess, license or have other rights to use such Intellectual
Property would not have a Material Adverse Effect, or as proposed in
the Prospectuses to be conducted, and the Company is not aware of any
material claim to the contrary or any material challenge by any other
person to the rights of the Company or its subsidiaries with respect to
the foregoing, except as set forth or contemplated in the Prospectuses
(exclusive of any supplement thereto).
(xxix) Neither any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act)
nor A.M. Best Co. has (A) taken any action to, or to the Company's
knowledge, threatened to decrease the rating of any debt securities of
the Company or any of its subsidiaries or the financial strength or the
claims paying ability of the Company, any of its subsidiaries or any
intracompany insurance pool to which any Insurance Subsidiary of the
Company belongs or (B) given any notice of any intended or potential
decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.
(xxx) The Company has not offered, or caused the U.S.
Underwriters to offer, U.S. Securities to any person pursuant to the
Directed Share Program with the specific intent to unlawfully influence
(i) a customer or supplier of the Company to alter the customer's or
supplier's level or type of business with the Company, or (ii) a trade
journalist or publication to write or publish favorable information
about the Company or its products.
Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.
(b) Citigroup represents and warrants to, and agrees with,
each Underwriter as set forth below in this Section 1(b).
(i) This International Underwriting Agreement has been duly
authorized, executed and delivered by Citigroup.
(ii) Each of the agreements listed on Annex B attached hereto
has been duly authorized, executed and delivered by Citigroup and
constitutes a valid and binding obligation of Citigroup enforceable in
accordance with its terms, except to the extent that enforcement
thereof may be limited by (A) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (B) general principles of equity
10
(regardless of whether enforceability is considered in a proceeding at
law or in equity).
(iii) Citigroup has not taken, directly or indirectly, any
action that has constituted or that was designed to or might reasonably
be expected to cause or result in, under the Exchange Act or otherwise,
the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(iv) Neither the issue and sale of the Securities nor the
consummation of any other of the transactions herein contemplated nor
the fulfillment of the terms hereof will conflict with, or result in a
breach or violation or imposition of any lien, charge or encumbrance
upon any property or assets of Citigroup or any of its subsidiaries
pursuant to, (1) the charter or by-laws of Citigroup or any of its
subsidiaries, (2) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which
Citigroup or any of its subsidiaries is a party or bound or to which
its or their property is subject, or (3) any statute, law, rule,
regulation, judgment, order or decree applicable to Citigroup or any of
its subsidiaries (including the requirements of the insurance laws and
regulations of its state of incorporation and the insurance laws and
regulations of other jurisdictions which are applicable to such
subsidiary) of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction
over Citigroup or any of its subsidiaries or any of its or their
properties, except in the case of clauses (2) and (3) above, for such
conflict, breach or violation that would not have a material adverse
effect on the issuance and sale of the Securities or the consummation
of any other of the transactions contemplated in this International
Underwriting Agreement or the U.S. Underwriting Agreement.
(v) In respect of any statements in or omissions from the
Registration Statement or the Prospectuses or any supplements thereto
made in reliance upon and in conformity with information furnished in
writing to the Company by Citigroup specifically for use in connection
with the preparation thereof, Citigroup hereby makes the same
representations and warranties to each International Underwriter as the
Company makes to such International Underwriter under the second
sentence of paragraph (a)(ii) of this Section.
Any certificate signed by any officer of Citigroup and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by Citigroup, as to matters covered thereby, to each Underwriter.
2. PURCHASE AND SALE. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties set forth in this
International Underwriting Agreement, the Company agrees to sell to each
International Underwriter,
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and each International Underwriter agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $ per share, the amount of the
International Underwritten Securities set forth opposite such International
Underwriter's name in Schedule I to this International Underwriting Agreement.
(b) Subject to the terms and conditions and in reliance upon
the representations and warranties set forth in this International Underwriting
Agreement, the Company hereby grants an option to the several International
Underwriters to purchase, severally and not jointly, up to 4,200,000
International Option Securities at the same purchase price per share as the
International Underwriters shall pay for the International Underwritten
Securities. Said option may be exercised only to cover over-allotments in the
sale of the International Underwritten Securities by the International
Underwriters. Said option may be exercised in whole or in part at any time on or
before the 30th day after the date of the International Prospectus upon written
or telegraphic notice by the International Representatives to the Company
setting forth the number of shares of the International Option Securities as to
which the several International Underwriters are exercising the option and the
settlement date. The number of International Option Securities to be purchased
by each International Underwriter shall be the same percentage of the total
number of shares of the International Option Securities to be purchased by the
several International Underwriters as such International Underwriter is
purchasing of the International Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
International Underwritten Securities and the International Option Securities
(if the option provided for in Section 2(b) hereof shall have been exercised on
or before the third Business Day prior to the Closing Date) shall be made at
10:00 AM, New York City time, on , 2002, or at such time on such later date not
more than three Business Days after the foregoing date as the Representatives
shall designate, which date and time may be postponed by agreement among the
International Representatives, the U.S. Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
International Securities being herein called the "Closing Date"). Delivery of
the International Securities shall be made to the International Representatives
for the respective accounts of the several International Underwriters against
payment by the several International Underwriters through the International
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the International Underwritten Securities and the
International Option Securities shall be made through the facilities of The
Depository Trust Company unless the International Representatives shall
otherwise instruct.
If the option provided for in Section 2(b) hereof is exercised
after the third Business Day prior to the Closing Date, the Company will deliver
the International Option Securities (at the expense of the Company) to the
International Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
the date specified by the International Representatives (which shall be within
three Business Days after exercise of said option) for the respective accounts
of the several International Underwriters, against payment by
12
the several International Underwriters through the International Representatives
of the purchase price thereof to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company. If
settlement for the International Option Securities occurs after the Closing
Date, the Company will deliver to the International Representatives on the
settlement date for the International Option Securities, and the obligation of
the International Underwriters to purchase the International Option Securities
shall be conditioned upon receipt of, supplemental opinions, certificates and
letters confirming as of such date the opinions, certificates and letters
delivered on the Closing Date pursuant to Section 6 hereof.
It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the U.S. Underwriting Agreement,
and that each settlement date, if any, shall occur simultaneously with the
related "settlement date" under the U.S. Underwriting Agreement.
4. OFFERING BY UNDERWRITERS. It is understood that the several
International Underwriters propose to offer the International Securities for
sale to the public as set forth in the International Prospectus.
5. AGREEMENTS. (a) The Company agrees with the several
International Underwriters that:
(i) The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof, to become effective. Prior to the termination of the
offering of the Securities, the Company will not file any amendment of
the Registration Statement or supplement to the Prospectuses or any
Rule 462(b) Registration Statement unless the Company has furnished you
a copy for your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, if the Registration Statement has
become or becomes effective pursuant to Rule 430A, or filing of the
Prospectuses is otherwise required under Rule 424(b), the Company will
cause the Prospectuses, properly completed, and any supplement thereto
to be filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the International Representatives of such timely
filing. The Company will promptly advise the International
Representatives (A) when the Registration Statement, if not effective
at the Execution Time, shall have become effective, (B) when the
Prospectuses, and any supplement thereto, shall have been filed (if
required) with the Commission pursuant to Rule 424(b) or when any Rule
462(b) Registration Statement shall have been filed with the
Commission, (C) when, prior to termination of the offering of the
Securities, any amendment to the Registration Statement shall have been
filed or become effective, (D) of any request by the Commission or its
staff for any amendment of the Registration Statement, or any Rule
462(b) Registration Statement, or for any supplement to the
Prospectuses or for any additional information, (E) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution
13
or threatening of any proceeding for that purpose and (F) of the
receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the institution or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the
withdrawal thereof.
(ii) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which either of the Prospectuses as then supplemented
would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein in the light
of the circumstances under which they were made not misleading, or if
it shall be necessary to amend the Registration Statement or supplement
either of the Prospectuses to comply with the Act or the rules
thereunder, the Company promptly will (A) notify the International
Representatives of any such event, (B) prepare and file with the
Commission, subject to the second sentence of subparagraph (a)(i) of
this Section 5, an amendment or supplement which will correct such
statement or omission or effect such compliance and (C) supply any
supplemented Prospectuses to you in such quantities as you may
reasonably request.
(iii) As soon as practicable, the Company will make generally
available to its security holders and to the International
Representatives an earnings statement or statements of the Company and
its subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(iv) The Company will furnish to the International
Representatives and counsel for the International Underwriters signed
copies of the Registration Statement (including exhibits thereto) and
to each other International Underwriter a copy of the Registration
Statement (without exhibits thereto) and, so long as delivery of a
prospectus by an International Underwriter or dealer may be required by
the Act, as many copies of each International Preliminary Prospectus
and the International Prospectus and any supplement thereto as the
International Representatives may reasonably request.
(v) The Company will arrange, if necessary, for the
qualification of the Securities for sale under the laws of such
jurisdictions as the International Representatives may designate and
will maintain such qualifications in effect so long as required for the
distribution of the International Securities; provided that in no event
shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action
that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Securities, or taxation in
any jurisdiction where it is not now so subject.
(vi) The Company will not, without the prior written consent
of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., offer, sell, contract to sell, pledge, or
otherwise dispose of (or
14
enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition of (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the Company or any affiliate of the Company or any person
in privity with the Company or any affiliate of the Company), directly
or indirectly, including the filing (or participation in the filing) of
a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of
the Exchange Act with respect to, any other shares of Common Stock or
shares of the Company's Class B Common Stock ("Class B Common Stock")
or any securities convertible into, or exercisable or exchangeable for,
shares of Common Stock or shares of Class B Common Stock; or publicly
announce an intention to effect any such transaction, for a period of
180 days after the date of the International Underwriting Agreement,
PROVIDED, however, that (A) the Company may issue and sell its % Junior
Subordinated Convertible Notes (the "Notes") in the concurrent offering
of the Notes contemplated by the Prospectuses, (B) the Company may
issue shares of Common Stock upon conversion of the Notes, (C) the
Company may grant options to purchase shares of Common Stock or Class B
Common Stock, (D) the Company may issue shares of Common Stock or Class
B Common Stock upon the conversion of securities or the exercise of
warrants outstanding at the Execution Time or upon the exercise of
options under its stock option plans, (E) the Company may issue
restricted shares of Common Stock or Class B Common Stock pursuant to
the Company's 2002 stock incentive plan, (F) the Company may issue or
sell shares of Common Stock or Class B Common Stock in connection with
an acquisition or business combination and (G) the Company may issue
shares of Common Stock or Class B Common Stock in connection with the
transactions contemplated under the heading "Summary--Our Corporate
Reorganization" in the Prospectuses.
(vii) The Company will not take, directly or indirectly, any
action designed to or which has constituted or which might reasonably
be expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(viii) The Company agrees to pay the costs and expenses
relating to the following matters: (A) the preparation, printing or
reproduction and filing with the Commission of the Registration
Statement (including financial statements and exhibits thereto), each
Preliminary Prospectus, each Prospectus, and each amendment or
supplement to any of them; (B) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for
counting and packaging) of such copies of the Registration Statement,
each Preliminary Prospectus, each Prospectus, and all amendments or
supplements to any of them, as may, in each case, be reasonably
requested for use in connection with the offering and sale of the
Securities; (C) the preparation, printing, authentication, issuance and
delivery of certificates for the Securities, including any stamp or
transfer taxes in connection with the original issuance and sale of the
Securities;
15
(D) the printing (or reproduction) and delivery of the U.S.
Underwriting Agreement and this International Underwriting Agreement,
any blue sky memorandum and all other agreements or documents printed
(or reproduced) and delivered in connection with the offering of the
Securities; (E) the registration of the Securities under the Exchange
Act and the listing of the Securities on the New York Stock Exchange;
(F) any registration or qualification of the Securities for offer and
sale under the securities or blue sky laws of the several states
(including filing fees and the reasonable fees and expenses of counsel
for the Underwriters relating to such registration and qualification);
(G) any filings required to be made with the National Association of
Securities Dealers, Inc. (including filing fees and the reasonable fees
and expenses of counsel for the Underwriters relating to such filings);
(H) the transportation and other expenses incurred by or on behalf of
Company representatives in connection with presentations to prospective
purchasers of the Securities; (I) the fees and expenses of the
Company's accountants and the fees and expenses of counsel (including
local and special counsel) for the Company; and (J) all other costs and
expenses incident to the performance by the Company of its obligations
under this International Underwriting Agreement and the U.S.
Underwriting Agreement.
(ix) In connection with the Directed Share Program, the
Company will ensure that the Directed Shares will be restricted to the
extent required by the National Association of Securities Dealers, Inc.
(the "NASD") or the NASD rules from sale, transfer, assignment, pledge
or hypothecation for a period of three months following the date of the
effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
will notify the Company as to which Participants will need to be so
restricted. The Company will direct the removal of such transfer
restrictions upon the expiration of such period of time.
(b) Citigroup agrees with the several International
Underwriters that:
(i) Citigroup will not, without the prior written consent of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., offer, sell, contract to sell, pledge, or
otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition of
(whether by actual disposition or effective economic disposition due to
cash settlement or otherwise) by the Company or any affiliate of the
Company or any person in privity with the Company or any affiliate of
the Company), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with the
Commission in respect of, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Exchange Act with respect to, any other
shares of Common Stock or shares of Class B Common Stock or any
securities convertible into, or exercisable or exchangeable for, shares
of Common Stock or shares of Class B Common Stock; or publicly announce
an intention to effect any such transaction, for a period of 180 days
after the date of the International Underwriting Agreement, PROVIDED,
HOWEVER, that (A) the Company may issue and sell the Notes in the
concurrent offering of the Notes contemplated by the Prospectuses, (B)
the Company may issue shares of Common Stock upon
16
conversion of the Notes, (C) the Company may grant options to purchase
shares of Common Stock or Class B Common Stock, (D) the Company may
issue shares of Common Stock or Class B Common Stock upon the
conversion of securities or the exercise of warrants outstanding at the
Execution Time or upon the exercise of options under its stock option
plans, (E) the Company may issue restricted shares of Common Stock or
Class B Common Stock pursuant to the Company's 2002 stock incentive
plan, (F) the Company may issue or sell shares of Common Stock or Class
B Common Stock in connection with an acquisition or business
combination, (G) Citigroup may privately transfer shares of the
Company's Common Stock or Class B Common Stock, as long as the acquirer
of such shares agrees in writing to be bound by the obligations and
restrictions set forth in this clause (i), and (H) the Company may
issue shares of Common Stock or Class B Common Stock in connection with
the transactions contemplated under the heading "Summary--Our Corporate
Reorganization" in the Prospectuses.
(ii) Citigroup will not take, directly or indirectly, any
action designed to or which has constituted or which might reasonably
be expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(c) Each International Underwriter agrees that (i) it is not
purchasing any of the International Securities for the account of any United
States or Canadian Person, (ii) it has not offered or sold, and will not offer
or sell, directly or indirectly, any of the International Securities or
distribute any International Prospectus to any person in the United States or
Canada, or to any United States or Canadian Person, and (iii) any dealer to whom
it may sell any of the International Securities will represent that it is not
purchasing for the account of any United States or Canadian Person and agree
that it will not offer or resell, directly or indirectly, any of the
International Securities in the United States or Canada, or to any United States
or Canadian Person or to any other dealer who does not so represent and agree;
PROVIDED, HOWEVER, that the foregoing shall not restrict (A) purchases and sales
between the U.S. Underwriters on the one hand and the International Underwriters
on the other hand pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, (B) stabilization transactions contemplated under
the Agreement Between U.S. Underwriters and International Underwriters,
conducted through ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (or through the U.S. Representatives
and International Representatives) as part of the distribution of the
Securities, and (C) sales to or through (or distributions of the International
Prospectus or the International Preliminary Prospectus to) persons not United
States or Canadian Persons who are investment advisors, or who otherwise
exercise investment discretion, and who are purchasing for the account of any
United States or Canadian Person.
(d) The agreements of the International Underwriters set forth
in paragraph (c) of this Section 5 shall terminate upon the earlier of the
following events:
(i) a mutual agreement of the U.S. Representatives and the
International Representatives to terminate the selling restrictions set
forth in paragraph (c) of this Section 5 and in Section 5(c) of the
U.S. Underwriting Agreement; or
17
(ii) the expiration of a period of 30 days after the Closing
Date, unless (A) the International Representatives shall have given
notice to the Company and the U.S. Representatives that the
distribution of the International Securities by the International
Underwriters has not yet been completed, or (B) the U.S.
Representatives shall have given notice to the Company and the
International Underwriters that the distribution of the U.S. Securities
by the U.S. Underwriters has not yet been completed. If such notice by
the U.S. Representatives or the International Representatives is given,
the agreements set forth in such paragraph (c) shall survive until the
earlier of (1) the event referred to in clause (a) of this subsection
(d) or (2) the expiration of an additional period of 30 days from the
date of any such notice.
(e) Each International Underwriter severally represents and
agrees that:
(i) it has not offered or sold and, prior to the expiry of six
months from the Closing Date, will not offer or sell any International
Securities to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995;
(ii) it has only communicated and caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 ("FSMA"))
received by it in connection with the issue or sale of any
International Securities in circumstances in which section 21(1) of the
FSMA does not apply to the Company;
(iii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation
to the International Securities in, from or otherwise involving the
United Kingdom;
(iv) the offer in The Netherlands of the International
Securities is exclusively limited to persons who trade or invest in
securities in the conduct of a profession or business (which include
banks, stockbrokers, insurance companies, pension funds, other
institutional investors and finance companies and treasury departments
of large enterprises);
(v) (A) it has not offered or sold and will not offer or sell
the International Securities in Hong Kong SAR by means of the
International Prospectus or any other document, other than to persons
whose ordinary business involves buying or selling shares or
debentures, whether as principal or agent or in circumstances which do
not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap. 32 of the Laws of Hong Kong SAR), and (B)
unless it is a person who is permitted to do so under the securities
laws of Hong Kong SAR, it has not issued or held for the purpose of
issue in Hong Kong and will not
18
issue or hold for the purpose of issue in Hong Kong SAR the
International Prospectus, any other offering material or any
advertisement, invitation or document relating to the International
Securities, otherwise than with respect to International Securities
intended to be disposed of to persons outside Hong Kong SAR or only to
persons whose business involves the acquisition, disposal, or holding
of securities, whether as principal or as agent;
(vi) (A) the International Securities offered in the
International Prospectus have not been registered under the Securities
and Exchange Law of Japan, and it has not offered or sold and will not
offer or sell, directly or indirectly, the International Securities in
Japan or to or for the account of any resident of Japan, except (I)
pursuant to an exemption from the registration requirements of the
Securities and Exchange Law and (II) in compliance with any other
applicable requirements of Japanese law, and (B) sales into Japan are
restricted to the agreed list of eligible offerees set forth on Annex
C;
(vii) it has not offered or sold and will not offer or sell
any International Securities, nor will it circulate or distribute the
International Prospectus or any other document or material relating to
such shares, directly or indirectly, to the public or any member of the
public in Singapore other than (A) to an institutional investor or
other person specified in Section 106C of the Companies Act, Chapter 50
of Singapore (the "Singapore Companies Act"), (B) to a sophisticated
investor, and in accordance with the conditions, specified in Section
106D of the Singapore Companies Act or (C) otherwise pursuant to, and
in accordance with the conditions of, any other applicable provision of
the Singapore Companies Act; and
(viii) sales into Spain are restricted to the agreed list of
eligible offerees set forth on Annex D.
6. CONDITIONS TO THE OBLIGATIONS OF THE INTERNATIONAL
UNDERWRITERS. The obligations of the International Underwriters to purchase the
International Underwritten Securities and the International Option Securities,
as the case may be, shall be subject to the accuracy of the representations and
warranties on the part of the Company and Citigroup contained herein as of the
Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company and Citigroup made in
any certificates pursuant to the provisions hereof, to the performance by each
of the Company and Citigroup of their respective obligations hereunder and to
the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the U.S. Representatives and the
International Representatives agree in writing to a later time, the
Registration Statement will become effective not later than (i) 6:00 PM
New York City time on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 PM New York
City time on such date or (ii) 9:30 AM on the Business Day following
the day on which the public offering price was
19
determined, if such determination occurred after 3:00 PM New York City
time on such date; if filing of either of the Prospectuses, or any
supplement thereto, is required pursuant to Rule 424(b), the
Prospectuses, and any such supplement, will be filed in the manner and
within the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company shall have requested and caused Skadden, Arps,
Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, special counsel for the Company and Citigroup,
to have furnished to the Representatives their opinion, dated the
Closing Date and addressed to the Representatives, substantially in the
form of Exhibit A.
(c) The Company shall have requested and caused Simpson,
Thacher & ▇▇▇▇▇▇▇▇, special counsel for the Company, to have furnished
to the Representatives their opinion, dated the Closing Date and
addressed to the Representatives, substantially in the form of Exhibit
B.
(d) The Company and Citigroup shall have requested and caused
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., corporate counsel for the Company and
Citigroup, to have furnished to the Representatives his opinion, dated
the Closing Date and addressed to the Representatives, substantially in
the form of Exhibit C.
(e) The Company shall have requested and caused ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ LLC, special Connecticut counsel for the Company, to have
furnished to the Representatives their opinion, dated the Closing Date
and addressed to the Representatives, substantially in the form of
Exhibit D.
(f) The Representatives shall have received from Cleary,
Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Underwriters, such opinion
or opinions, dated the Closing Date and addressed to the
Representatives, with respect to the issuance and sale of the
Securities, the Registration Statement, the Prospectuses (together with
any supplement thereto) and other related matters as the
Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(g) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Prospectuses, any supplements to the Prospectuses and the Underwriting
Agreements and that:
(i) the representations and warranties of the Company
in the Underwriting Agreements are true and correct on and as
of the Closing Date with the same effect as if made on the
Closing Date and the
20
Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or
prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Company's
knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectuses (exclusive of any
supplement thereto), there has been no material adverse change
in the condition (financial or otherwise), earnings, business
or properties of the Company and its subsidiaries, taken as a
whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Prospectuses (exclusive of any supplement
thereto).
(h) The Company shall have requested and caused KPMG LLP to
have furnished to the Representatives, at the Execution Time and at the
Closing Date, letters, dated respectively as of the Execution Time and
as of the Closing Date, substantially in the form of Exhibit E hereto.
(i) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Prospectuses (exclusive of
any supplement thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in paragraph
(h) of this Section 6 or (ii) any change, or any development involving
a prospective change, in or affecting the condition (financial or
otherwise), earnings, business or properties of the Company and its
subsidiaries taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or
contemplated in the Prospectuses (exclusive of any supplement thereto),
the effect of which, in any case referred to in clause (i) or (ii)
above, is, in the sole judgment of the International Representatives,
so material and adverse as to make it impractical or inadvisable to
proceed with the offering or delivery of the International Securities
as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Prospectuses (exclusive of any supplement
thereto).
(j) Subsequent to the Execution Time, there shall not have
been (i) any decrease in the rating of any debt securities of the
Company or any of its subsidiaries or the financial strength or the
claims paying ability of the Company, any of its subsidiaries or any
intracompany insurance pool to which any Insurance Subsidiary belongs
by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or A.M. Best Co. or
(ii) any notice given of any intended or potential decrease in any such
rating or of a possible change in any such rating that does not
indicate the direction of the possible change.
21
(k) Prior to the Closing Date, the Company shall have
furnished to the International Representatives such further
information, certificates and documents as the International
Representatives may reasonably request.
(l) The Securities shall have been listed and admitted and
authorized for trading on the New York Stock Exchange, subject to
notice of issuance, and satisfactory evidence of such actions shall
have been provided to the Representatives.
(m) At the Execution Time, the Company shall have furnished to
the Representatives a letter substantially in the form of Exhibit F
hereto from each officer and director of the Company and each
Participant in the Directed Share Program addressed to the
Representatives.
(n) The Company shall have consummated the transactions
contemplated under the caption "Summary--Our Corporate Reorganization"
in the Prospectuses.
(o) The closing of the purchase of the U.S. Underwritten
Securities to be issued and sold by the Company pursuant to the U.S.
Underwriting Agreement shall occur concurrently with the closing of the
International Underwritten Securities to be issued and sold by the
Company pursuant to the International Underwriting Agreement.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in the U.S.
Underwriting Agreement and this International Underwriting Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in this
International Underwriting Agreement and the U.S. Underwriting Agreement shall
not be in all material respects reasonably satisfactory in form and substance to
the International Representatives and counsel for the Underwriters, this
International Underwriting Agreement and all obligations of the International
Underwriters under this International Underwriting Agreement may be canceled at,
or at any time prior to, the Closing Date by the International Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall
be delivered at the office of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for
the Underwriters, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the Closing Date.
7. REIMBURSEMENT OF INTERNATIONAL UNDERWRITERS' EXPENSES. If
the sale of the International Securities provided for herein is not consummated
because any condition to the obligations of the International Underwriters set
forth in Section 6 hereof is not satisfied, because of any termination pursuant
to Section 10 hereof or because of any refusal, inability or failure on the part
of the Company to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the International
Underwriters, the Company will reimburse the International
22
Underwriters severally through Salomon Brothers International Limited on demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities.
8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each International Underwriter, the directors,
officers, employees and agents of each International Underwriter and each person
who controls any International Underwriter within the meaning of either the Act
or the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Securities as originally
filed or in any amendment thereof, or in any U.S. or International Preliminary
Prospectus or in either of the Prospectuses, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any International Underwriter through the
International Representatives specifically for inclusion therein; PROVIDED
FURTHER that with respect to any untrue statement or omission of material fact
made in any International Preliminary Prospectus, the indemnity agreement
contained in this Section 8(a) shall not inure to the benefit of any
International Underwriter from whom the person asserting any such loss, claim,
damage or liability purchased the securities concerned, to the extent that any
such loss, claim, damage or liability of such International Underwriter occurs
under the circumstance where it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (w) the Company
had previously furnished copies of the International Prospectus to the
International Representatives, (x) delivery of the International Prospectus was
required by the Act to be made to such person, (y) the untrue statement or
omission of a material fact contained in the International Preliminary
Prospectus was corrected in the International Prospectus and (z) there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such securities to such person, a copy of the International Prospectus.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each International Underwriter severally and not jointly
agrees to indemnify and hold harmless the Company, each of its directors, each
of its officers who signs the Registration Statement, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing
23
indemnity from the Company to each International Underwriter, but only with
reference to written information relating to such International Underwriter
furnished to the Company by or on behalf of such International Underwriter
through the International Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any International Underwriter may
otherwise have. The Company acknowledges that the statements set forth in the
last paragraph of the cover page regarding delivery of the International
Securities and, under the heading "Underwriting" (i) the list of International
Underwriters and their respective participation in the sale of the Securities,
(ii) the sixth full paragraph related to concessions and reallowances, (iii) the
fifteenth and sixteenth full paragraphs related to stabilization, syndicate
covering transactions and penalty bids in any International Preliminary
Prospectus and the International Prospectus, (iv) the twentieth full paragraph
related to the assumption by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
(the "Independent Underwriter") of all responsibilities as the "qualified
independent underwriter" (within the meaning of National Association of
Securities Dealers, Inc. Conduct Rule 2720) and (v) the twenty second paragraph
related to electronic distribution of the Prospectuses and allocation for
electronic distribution of the Securities constitute the only information
furnished in writing by or on behalf of the several International Underwriters
for inclusion in any International Preliminary Prospectus or the International
Prospectus.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
PROVIDED, HOWEVER, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the
24
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding. An indemnifying party
shall not be liable under this Section 8 to any indemnified party regarding any
settlement or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent is consented to by such
indemnifying party, which consent shall not be unreasonably withheld.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the International Underwriters
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Company and one or more of the International Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the International Underwriters on the other from
the offering of the International Securities; PROVIDED, HOWEVER, that in no case
shall (i) any International Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission
applicable to the International Securities purchased by such International
Underwriter hereunder or (ii) the Independent Underwriter in its capacity as
"qualified independent underwriter" (within the meaning of National Association
of Securities Dealers, Inc. Conduct Rule 2720) be responsible for any amount in
excess of the compensation received by the Independent Underwriter for acting in
such capacity. If the allocation provided by the immediately preceding sentence
is unavailable for any reason, the Company and the International Underwriters
severally shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on the
one hand and of the International Underwriters on the other in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before deducting
expenses) received by the Company, and benefits received by the International
Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of the International
Prospectus. Benefits received by the Independent Underwriter in its capacity as
"qualified independent underwriter" shall be deemed to be equal to the
compensation received by the Independent Underwriter for acting in such
capacity. Relative fault shall be determined by reference to, among other
things, whether any
25
untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the
Company on the one hand or the International Underwriters on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company
and the International Underwriters agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an International Underwriter within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of an
International Underwriter shall have the same rights to contribution as such
International Underwriter, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).
(e) In the event that the indemnity and contribution provided
in paragraph (a) or (d) of this Section 8 is unavailable to or insufficient to
hold harmless any International Underwriter, any director, officer, employee or
agent of any International Underwriter or any person who controls any
International Underwriter within the meaning of either the Act or the Exchange
Act by reason of the Company having failed to fulfill in any respect its payment
obligations under any such paragraph, Citigroup agrees to indemnify and hold
harmless any such indemnified person, or to contribute to the Losses of any such
indemnified person, as the case may be, to the extent of such unavailability or
insufficiency. Notwithstanding anything to the contrary in this Section 8, in no
case shall Citigroup be responsible for any amount under the indemnity and
contribution provisions of this Section 8 in excess of $400,000,000.
9. DEFAULT BY AN INTERNATIONAL UNDERWRITER. If any one or more
International Underwriters shall fail to purchase and pay for any of the
International Securities agreed to be purchased by such International
Underwriter or International Underwriters hereunder and such failure to purchase
shall constitute a default in the performance of its or their obligations under
this International Underwriting Agreement, the remaining International
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the amount of International Securities set forth
opposite their names in Schedule I hereto bears to the aggregate amount of
International Securities set forth opposite the names of all the remaining
International Underwriters) the International Securities which the defaulting
International Underwriter or International Underwriters agreed but failed to
purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of
International Securities which the defaulting International Underwriter or
International Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate amount of International Securities set forth in Schedule I hereto, the
remaining International Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the International
26
Securities, and if such nondefaulting International Underwriters do not purchase
all the International Securities, this International Underwriting Agreement will
terminate without liability to any nondefaulting International Underwriter, the
Company or Citigroup. In the event of a default by any International Underwriter
as set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding five Business Days, as the International Representatives
shall determine in order that the required changes in the Registration Statement
and the Prospectuses or in any other documents or arrangements may be effected.
Nothing contained in this International Underwriting Agreement shall relieve any
defaulting International Underwriter of its liability, if any, to the Company,
Citigroup and any nondefaulting International Underwriter for damages occasioned
by its default hereunder.
10. TERMINATION. This International Underwriting Agreement
shall be subject to termination in the absolute discretion of the International
Representatives, by notice given to the Company and Citigroup prior to delivery
of and payment for the International Securities, if at any time prior to such
time (a) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (b) a banking moratorium
shall have been declared either by federal, New York State or Connecticut State
authorities or (c) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the International Representatives, impractical
or inadvisable to proceed with the offering or delivery of the International
Securities as contemplated by the International Prospectus (exclusive of any
supplement thereto).
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of Citigroup or its officers, and of the International
Underwriters set forth in or made pursuant to this International Underwriting
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any International Underwriter or the Company or
Citigroup or any of the officers, directors, employees, agents or controlling
persons referred to in Section 8 hereof, and will survive delivery of and
payment for the International Securities. The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this International
Underwriting Agreement.
12. NOTICES. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the International
Representatives, will be mailed, delivered or telefaxed to the Salomon Brothers
International Limited General Counsel (fax no.: ▇▇▇-▇▇-▇▇-▇▇▇▇-▇▇▇▇) and
confirmed to such General Counsel, Salomon Brothers International Limited,
Victoria Plaza, 111 Buckingham Palace Road, London SW1W 0SB ENGLAND, Attention:
General Counsel; if sent to the Company, will be mailed, delivered or telefaxed
to the Company's General Counsel (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to it
at Travelers Property Casualty Corp., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, attention of the legal department; or, if sent to Citigroup,
27
will be mailed, delivered or telefaxed to Citigroup's Co-General Counsel (fax
no.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to it, at Citigroup Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, attention of the Legal Department.
13. SUCCESSORS. This International Underwriting Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors, employees, agents and
controlling persons referred to in Section 8 hereof, and no other person will
have any right or obligation hereunder.
14. APPLICABLE LAW. This International Underwriting Agreement
will be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed within the State of
New York.
15. COUNTERPARTS. This International Underwriting Agreement
may be signed in one or more counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same agreement.
16. HEADINGS. The section headings used herein are for
convenience only and shall not affect the construction hereof.
17. DEFINITIONS. The terms which follow, when used in this
International Underwriting Agreement, shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York
City or Connecticut.
"Commission" shall mean the Securities and Exchange
Commission.
"Effective Date" shall mean each date and time that the
Registration Statement, any post-effective amendment or amendments
thereto and any Rule 462(b) Registration Statement became or become
effective.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
"Execution Time" shall mean the date and time that this
International Underwriting Agreement is executed and delivered by the
parties hereto.
"International Preliminary Prospectus" shall have the meaning
set forth under "U.S. Preliminary Prospectus."
"International Prospectus" shall mean such form of prospectus
relating to the International Securities as first filed pursuant to
Rule 424(b) after the
28
Execution Time or, if no filing pursuant to Rule 424(b) is made, such
form of prospectus included in the Registration Statement at the
Effective Date.
"Option Securities" shall mean the U.S. Option Securities and
the International Option Securities.
"Preliminary Prospectus" shall have the meaning set forth
under "U.S. Preliminary Prospectus."
"Prospectuses" and "each Prospectus" shall mean the U.S.
Prospectus and the International Prospectus.
"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a)(i) above, including exhibits and
financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto or
any Rule 462(b) Registration Statement becomes effective prior to the
Closing Date, shall also mean such registration statement as so amended
or such Rule 462(b) Registration Statement, as the case may be. Such
term shall include any Rule 430A Information deemed to be included
therein at the Effective Date as provided by Rule 430A.
"Representatives" shall mean the U.S. Representatives and the
International Representatives.
"Rule 424," "Rule 430A" and "Rule 462" refer to such rules
under the Act.
"Rule 430A Information" shall mean information with respect to
the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the registration statement referred
to in Section 1(a)(i) hereof.
"Underwriter" and "Underwriters" shall mean the U.S.
Underwriters and the International Underwriters.
"Underwriting Agreements" shall mean the U.S. Underwriting
Agreement and the International Underwriting Agreement.
"Underwritten Securities" shall mean the International
Underwritten Securities and the U.S. Underwritten Securities.
"U.S. Preliminary Prospectus" and the "International
Preliminary Prospectus", respectively, shall mean any preliminary
prospectus with respect to the offering of the U.S. Securities and the
International Securities, as the case may
29
be, referred to in paragraph 1(a)(i) above and any preliminary
prospectus with respect to the offering of the U.S. Securities and the
International Securities, as the case may be, included in the
Registration Statement at the Effective Date that omits Rule 430A
Information; and the U.S. Preliminary Prospectus and the International
Preliminary Prospectus are herein collectively called the "Preliminary
Prospectuses."
"U.S. Prospectus" shall mean the prospectus relating to the
Securities that is first filed pursuant to Rule 424(b) after the
Execution Time or, if no filing pursuant to Rule 424(b) is required,
shall mean the form of final prospectus relating to the Securities
included in the Registration Statement at the Effective Date.
"U.S. Representatives" shall mean the addressees of the U.S.
Underwriting Agreement.
"United States or Canadian Person" shall mean any person who
is a national or resident of the United States or Canada, any
corporation, partnership, or other entity created or organized in or
under the laws of the United States or Canada or of any political
subdivision thereof, or any estate or trust the income of which is
subject to United States or Canadian Federal income taxation,
regardless of its source (other than any non-United States or
non-Canadian branch of any United States or Canadian Person), and shall
include any United States or Canadian branch of a person other than a
United States or Canadian Person. "U.S." or "United States" shall mean
the United States of America (including the states thereof and the
District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, Citigroup and the several International Underwriters.
Very truly yours,
TRAVELERS PROPERTY CASUALTY CORP.
By:
--------------------------------------
Name:
Title:
CITIGROUP INC.
By:
--------------------------------------
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date firstabove written.
Salomon Brothers International Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ Brothers International (Europe)
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Ltd
UBS AG, acting through its business group UBS Warburg
By: Salomon Brothers International Limited
By:
------------------------------------
Name:
Title:
For themselves and the other
several International Underwriters named in
Schedule I to the foregoing
Agreement.
SCHEDULE I
NUMBER OF INTERNATIONAL
UNDERWRITTEN
SECURITIES TO BE
INTERNATIONAL UNDERWRITERS PURCHASED
-----------------------
Salomon Brothers International Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ Brothers International (Europe)
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Ltd
UBS AG, acting through its business group UBS Warburg
BBVA Bolsa Sociedad de Valores, S.A.
BNP Paribas
Cazenove & Co. Ltd
CDC IXIS Capital Markets
Credit Lyonnais Securities
Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇ Securities Limited
ING Barings Limited as agent for ING Bank N.V., London
Branch
Mediobanca - Banca di Credito Finanziario S.p.A.
Santander Central Hispano Investment, S.A.
WestLB Panmure Limited
ABN AMRO Rothschild
Barclays Bank Plc
Commerzbank Aktiengesellschaft, London Branch
Credit Agricole Indosuez
Daiwa Securities SMBC Europe Limited
Fortis Bank (Nederland) N.V.
▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ N.V.
HSBC Investment Bank plc
IntesaBci S.p.A.
Societe Generale
Unicredit Banca Mobiliare Societa per Azioni
------------
Total
============
ANNEX A
-------
Insurance Subsidiaries of the Company
NAME JURISDICTION OF INCORPORATION
---- -----------------------------
ANNEX B
Agreements
[Intercompany Agreement, dated as of , between the Company and Citigroup]
[Tax Sharing Agreement, dated as of , between the Company and Citigroup]
[Indemnification Agreement, dated as of , between the Company and Citigroup]
[Line of Credit Agreement, dated as of , between the Company and Citigroup]
[Credit Agreement, dated as of , between the Company, Citigroup and ]
[Intercompany Notes, dated as of , from Citigroup to the Company]
[Exchange Agreement, dated as of , between the Company and Citigroup]
ANNEX C
-------
Eligible Offerees in Japan
AIG Star Life Insurance Co., Ltd.
Asahi Life Asset Management Co., Ltd.
Asahi Mutual Life Insurance Co.,
The Chuo Mitsui Trust and Banking Co.,
The Dai-ichi Mutual life Insurance Company
The Daiwa Bank, Ltd.
Daiwa Asset Management Co., Ltd.
Daiwa SB Investments Ltd.
Deutsche Asset Management (Japan) Limited.
Deutsche Trust Bank Ltd.
Dai-ichi Kangyo Asahi Asset Management Co., Ltd.
DLIBJ Asset Management Co., Ltd.
Fuji Investment Management Co., Ltd.
Fukoku Capital Management
Fukoku Mutual Life Insurance Company
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management (Japan) Ltd.
▇▇ ▇▇▇▇▇▇ Trust Bank Ltd.
The Mieji Mutual Life Insurance Company
Meiji Dresdner Asset Management Co., Ltd.
The Mitsubishi Trust and Banking Corporation
Mitsui Mutual Life Insurance Company
Mitsui Life Global Asset Management
Mizuho Trust & Banking Co., Ltd.
▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers Co., Ltd.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset & Investment Trust Management Co., Limited.
Nissey Asset Management Corporation
Nikko Asset Management Co., Ltd.
Nippon Life Insurance Company
Nomura Asset Management Co., Ltd.
The Norinchukin Bank
Sakrua Investment Management Co., Ltd.
▇▇▇▇▇▇▇▇ Investment Management (Japan) Ltd.
▇▇ ▇▇▇▇▇▇▇▇ Asset Management Co., Ltd.
Daido Life Insurance Company
Sumitomo ife Insurance Company
The Sumitomo Trust & Banking, Ltd.
T&D Taiyo Daido Asset Management Co., Ltd.
Tokyo-Mitsubishi Asset Management Ltd.
Bank of Tokyo-Mitsubishi, Ltd.
UBS Asset Management (Japan) Limited.
UBS (Trust and Banking) Limited.
UFJ Asset Management Co., Ltd.
UFJ Partners Asset Management Co., Ltd.
UFJ Trust & Banking Co., Ltd.
Yamato Mutual Life Insurance Co.,
Yasuda Capital Management Co., Ltd.
Yasuda Kasai Global Asset Management Co., Ltd.
Yasuda Mutual Life Insurance
Zenkyoren Asset Management Co., Ltd.
ANNEX D
-------
Eligible Offerees in Spain
Santander Central Hispano Gestion de Activos SGIIC
BBVA Privanza SGIIC S.A.
Banco Bilbao Vizcaya Argentaria Gestion SGIIC S.A.
Invercaixa SGIIC S.A.
Ahorro Corporacion Gestion S.A.
Sogeval SGIIC S.A.
DB Gestion SGIIC
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gestion SGIIC
Gesbankinter SGIIC
Gesmadrid SGIIC
HSBC Fund Management Espana SGIIC
Bankpyme SGIIC
S.B. Activos Agencia de Valores S.A.
Fonditel S.A.
Gesbeta Mees Pierson SGIIC S.A.
EXHIBIT A
[FORM OF OPINION TO BE PROVIDED BY SKADDEN, ARPS, SLATE, ▇▇▇▇▇▇▇ & ▇▇▇▇]
EXHIBIT B
[FORM OF OPINION TO BE PROVIDED BY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇]
EXHIBIT C
[FORM OF OPINION TO BE PROVIDED BY ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ESQ.]
EXHIBIT D
[FORM OF ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC OPINION]
EXHIBIT E
[FORM OF COMFORT LETTER]
EXHIBIT F
[LETTERHEAD OF EACH OFFICER OR DIRECTOR OF TRAVELERS PROPERTY CASUALTY CORP.]
TRAVELERS PROPERTY CASUALTY CORP.
---------------------------------
PUBLIC OFFERING OF CLASS A COMMON STOCK
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, 20
Salomon Brothers International Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ Brothers International (Europe)
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Ltd
UBS AG, acting through its business group UBS Warburg
As Representatives of the several International Underwriters
c/o Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SWIW OSB
England
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed International Underwriting Agreement (the "International Underwriting
Agreement"), among Travelers Property Casualty Corp., a Connecticut corporation
(the "Company"), Citigroup Inc., a Delaware corporation ("Citigroup"), and you
as representatives of a group of International Underwriters named therein,
relating to an underwritten public offering of Class A Common Stock, $0.01 par
value per share (the "Common Stock"), of the Company.
In order to induce you and the other International
Underwriters to enter into the International Underwriting Agreement, the
undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to,
result in the disposition of (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the undersigned or
any affiliate of the undersigned or any person in privity with the undersigned
or any affiliate of the undersigned), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the
Securities and Exchange Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder with respect to, any shares of capital stock of the
Company
or any securities convertible into, or exercisable or exchangeable for, such
capital stock, or publicly announce an intention to effect any such transaction,
for a period of 180 days after the date of the International Underwriting
Agreement, other than shares of Common Stock disposed of as bona fide gifts
approved by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
If for any reason the International Underwriting Agreement
shall be terminated prior to the Closing Date (as defined in the International
Underwriting Agreement), the agreement set forth above shall likewise be
terminated.
Yours very truly,
[SIGNATURE OF OFFICER OR DIRECTOR]
[NAME AND ADDRESS OF OFFICER OR DIRECTOR]