EXHIBIT 1.1
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THE CHUBB CORPORATION
(a New Jersey corporation)
$225,000,000
3.95% Notes Due 2008
$275,000,000
5.20% Notes Due 2013
PURCHASE AGREEMENT
Dated: March 14, 2003
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THE CHUBB CORPORATION
(a New Jersey corporation)
$225,000,000
3.95% Notes Due 2008
$275,000,000
5.20% Notes Due 2013
PURCHASE AGREEMENT
March 14, 2003
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
as Representative of the several Initial Purchasers
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The Chubb Corporation, a New Jersey corporation (the "Company"),
confirms its agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") and each of the other Initial Purchasers
named in Schedule A hereto (collectively, the "Initial Purchasers", which term
shall also include any initial purchaser substituted as hereinafter provided in
Section 11 hereof), for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ is acting as representative (in such
capacity, the "Representative"), with respect to the issue and sale by the
Company and the purchase by the Initial Purchasers, acting severally and not
jointly, of the respective principal amounts set forth in said Schedule A of
$225,000,000 aggregate principal amount of the Company's 3.95% Notes due 2008
(the "2008 Notes") and $275,000,000 aggregate principal amount of the Company's
5.20% Notes due 2013 (the "2013 Notes", and together with the 2008 Notes, the
"Securities"). The Securities are to be issued pursuant to the indenture dated
as of October 25, 1989 (the "Base Indenture") between the Company and Bank One
Trust Company, N.A. successor in interest to The First National Bank of Chicago,
as trustee (the "Trustee") to be supplemented by the Supplemental Indenture to
be dated March 18, 2003 between the Company and the Trustee (the "Supplemental
Indenture" and together with the Base Indenture, the "Indenture"). Securities
issued in book-entry form will be issued to Cede & Co. as nominee of The
Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as
of the Closing Time (as defined in Section 2(b)) (the "DTC Agreement"), among
the Company, the Trustee and DTC.
The Company understands that the Initial Purchasers propose to make an
offering of the Securities on the terms and in the manner set forth herein and
agrees that the Initial Purchasers may resell, subject to the conditions set
forth herein, all or a portion of the Securities to
purchasers ("Subsequent Purchasers") at any time after this Agreement has been
executed and delivered. The Securities are to be offered and sold through the
Initial Purchasers without being registered under the Securities Act of 1933, as
amended (the "1933 Act"), in reliance upon exemptions therefrom. Pursuant to the
terms of the Securities and the Indenture, investors that acquire Securities may
only resell or otherwise transfer such Securities if such Securities are
hereafter registered under the 1933 Act or if an exemption from the registration
requirements of the 1933 Act is available (including the exemption afforded by
Rule 144A ("Rule 144A") of the rules and regulations promulgated under the 1933
Act by the Securities and Exchange Commission (the "Commission")).
The Company has prepared and will deliver to each Initial Purchaser, on
the date hereof or the next succeeding day, copies of an offering memorandum
dated March 14, 2003 (the "Offering Memorandum"), for use by such Initial
Purchaser in connection with its solicitation of purchases of, or offering of,
the Securities. "Offering Memorandum" means, with respect to any date or time
referred to in this Agreement, the most recent offering memorandum (whether the
Offering Memorandum or any amendment or supplement to such document), including
exhibits thereto and any documents incorporated therein by reference, which has
been prepared and delivered by the Company to the Initial Purchasers in
connection with their solicitation of purchases of, or offering of, the
Securities.
Holders of the Securities (including the Initial Purchasers and certain
direct and indirect transferees) will be entitled to the benefits of a
Registration Rights Agreement to be dated as of March 18, 2003, between the
Company and the Initial Purchasers (the "Registration Rights Agreement"),
pursuant to which the Company will file an exchange offer registration statement
on Form S-4 (or, if applicable, on another appropriate form) under the 1933 Act
(the "Registration Statement"), which will permit holders of the Securities to
exchange the Securities for securities identical in all material respects to the
Securities, that would in general be freely transferable after the exchange
offer without further registration under the 1933 Act, and use its reasonable
best efforts to cause the Registration Statement to be deemed effective.
All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Offering Memorandum (or other references of like import) shall be deemed to mean
and include all such financial statements and schedules and other information
which are incorporated by reference in the Offering Memorandum; and all
references in this Agreement to amendments or supplements to the Offering
Memorandum shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by
reference in the Offering Memorandum.
SECTION 1. Representations and Warranties by the Company.
(a) Representations and Warranties. The Company represents and warrants
to each Initial Purchaser as of the date hereof and as of the Closing Time
referred to in Section 2(b) hereof, and agrees with each Initial Purchaser, as
follows:
(i) Offering Memorandum. The Offering Memorandum does not, and
at the Closing Time will not, include an untrue statement of a material
fact or omit to state a
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material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided that this representation, warranty and agreement shall not
apply to statements in or omissions from the Offering Memorandum made
in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Initial Purchaser through ▇▇▇▇▇▇▇
▇▇▇▇▇ expressly for use in the Offering Memorandum.
(ii) Incorporated Documents. The Offering Memorandum as
delivered from time to time shall incorporate by reference the most
recent Annual Report of the Company on Form 10-K filed with the
Commission and each Quarterly Report of the Company on Form 10-Q and
each Current Report of the Company on Form 8-K filed with the
Commission since the end of the fiscal year to which such Annual Report
relates. The documents incorporated or deemed to be incorporated by
reference in the Offering Memorandum, at the time they were filed with
the Commission, complied and will comply in all material respects with
the requirements of the 1934 Act and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), and, when read
together with the other information in the Offering Memorandum did not
and will not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(iii) Good Standing of the Company and Designated
Subsidiaries. The Company and each of its subsidiaries that is a
"significant subsidiary" within the meaning of Rule 1-02 of Regulation
S-X (each a "Designated Subsidiary") have been duly incorporated and
are validly existing as corporations in good standing under the laws of
the jurisdiction in which they are chartered or organized with full
corporate power and authority to own or lease, as the case may be, and
to operate their properties and conduct their business as described in
the Offering Memorandum, and are duly qualified to do business as
foreign corporations and are in good standing under the laws of each
jurisdiction in which the conduct of their business or their ownership
or leasing of property requires such qualification, except to the
extent the failure to be so qualified or in good standing would not
have a material adverse effect on the condition (financial or
otherwise), prospects, earnings, business or properties of the Company
and its subsidiaries taken as a whole (a "Material Adverse Effect").
(iv) Capitalization of Company. The Company's authorized
equity capitalization is as set forth in the Offering Memorandum; the
outstanding shares of common stock, par value $1.00 per share, of the
Company (the "Common Stock") have been duly and validly authorized and
issued and are fully paid and nonassessable; and the holders of
outstanding shares of capital stock of the Company are not entitled to
preemptive or other rights to subscribe for the Securities.
(v) Capitalization of Designated Subsidiaries. All the
outstanding shares of capital stock of each Designated Subsidiary have
been duly and validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Offering
Memorandum, all outstanding shares of capital stock of the Designated
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
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interests, claims, liens or encumbrances, except in each case as would
not have a Material Adverse Effect.
(vi) No Material Adverse Change in Business. Since the
respective dates as of which information is given in the Offering
Memorandum, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in
the earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business, (B) there have been no transactions
entered into by the Company or any of its subsidiaries, other than
those in the ordinary course of business, which are material with
respect to the Company and its subsidiaries considered as one
enterprise, and (C) except for regular dividends on the Common Stock in
amounts per share that are consistent with past practice, there has
been no dividend or distribution of any kind declared, paid or made by
the Company on any class of its capital stock.
(vii) Authorization of the Indenture. The Indenture has been
duly authorized, executed and delivered and constitutes a valid and
binding instrument enforceable against the Company in accordance with
its terms (subject to applicable bankruptcy, insolvency and similar
laws affecting creditors rights generally and to general principles of
equity); and the Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Initial Purchasers
pursuant to this Agreement, will constitute valid and binding
obligations of the Company entitled to the benefits of the Indenture.
(viii) Authorization of Agreement. This Agreement has been
duly authorized, executed and delivered by the Company.
(ix) Authorization of the Registration Rights Agreement. The
Registration Rights Agreement has been duly authorized, executed and
delivered by the Company.
(x) Investment Company Act. The Company is not and, after
giving effect to the offering and sale of the Securities and the
application of the proceeds thereof as described in the Offering
Memorandum, will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended.
(xi) Absence of Further Requirements. No consent, approval,
authorization, filing with or order of any court or governmental agency
or body is required in connection with the transactions contemplated
herein in connection with the purchase and distribution of the
Securities by the Initial Purchasers in the manner contemplated herein
and in the Offering Memorandum, except such as have been already
obtained and such as may be required under the blue sky laws of any
jurisdiction.
(xii) Absence of Conflicts. Neither the issue and sale of the
Securities, nor the compliance of the Company with the terms of the
Securities nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof will conflict
with, 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
Designated
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Subsidiaries pursuant to, (i) the charter or by-laws of the Company or
any of its Designated Subsidiaries, (ii) 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 Designated Subsidiaries
is a party or bound or to which its or their property is subject, or
(iii) any statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any of its Designated Subsidiaries of any
court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or
any of its Designated Subsidiaries or any of its or their properties
except in the case of clauses (ii) and (iii) as would not reasonably be
expected to have a Material Adverse Effect.
(xiii) Financial Statements. The consolidated historical
financial statements, together with the related schedules and notes, of
the Company and its consolidated subsidiaries included in the Offering
Memorandum 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 1934 Act and have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved (except
as otherwise noted therein); and the statutory financial statements of
the Company's subsidiaries that are insurance companies (the "Company
Insurance Subsidiaries"), from which certain ratios and other
statistical data included or incorporated by reference as part of the
Offering Memorandum have been derived, have for each relevant period
been prepared in all material respects in conformity with statutory
accounting practices required or permitted by the insurance laws of
their respective states of domicile, and the rules and regulations
promulgated thereunder, and such statutory accounting practices have
been applied on a consistent basis throughout the periods involved,
except as may otherwise be indicated therein or in the notes thereto.
(xiv) No Action Pending. No action, suit or proceeding by or
before any court or governmental agency, authority (including
proceedings of any insurance regulatory authority) or body or any
arbitrator involving the Company or any of its subsidiaries or its or
their property is pending or, to the best knowledge of the Company,
threatened that (i) would reasonably be expected to have a material
adverse effect on the performance of this Agreement or the consummation
of any of the transactions contemplated hereby or (ii) would reasonably
be expected to have a Material Adverse Effect, except, in each case, as
set forth in or contemplated in the Offering Memorandum (exclusive of
any amendment or supplement thereto dated after the date of this
Agreement).
(xv) Absence of Defaults. Neither the Company nor any
Designated Subsidiary is in violation or default of (i) any provision
of its charter or bylaws, (ii) 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 (iii) 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
Designated Subsidiary or any of its properties, as applicable, except
in
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the case of clauses (ii) and (iii) for any violations or defaults which
would not, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
(xvi) Independent Accountants. Ernst & Young 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
incorporated by reference in the Offering Memorandum, are independent
public accountants with respect to the Company within the meaning of
the 1933 Act and the applicable published rules and regulations
thereunder.
(xvii) No Prohibition on Designated Subsidiary Dividends. No
Designated Subsidiary of the Company is currently prohibited, directly
or indirectly, from paying any dividends to the Company, from making
any other distribution on such Designated Subsidiary's capital stock,
from repaying to the Company any loans or advances to such Designated
Subsidiary from the Company or from transferring any of such
subsidiary's property or assets to the Company or any other Designated
Subsidiary of the Company, except as described in or contemplated by
the Offering Memorandum (exclusive of any amendment or supplement
thereto made after the date of this Agreement.
(xviii) Internal Accounting Controls. The Company and each of
its Designated Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or
specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to
any differences.
(xix) Regulatory Authorization to Conduct Business. The
Company and its Designated Subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the
appropriate federal, state or foreign regulatory authorities (including
any insurance regulatory authority) necessary to conduct their
respective businesses as presently conducted (except where failure to
possess such authorization would not reasonably be expected to have a
Material Adverse Effect), and neither the Company nor any such
Designated Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such license, certificate,
permit or authorization which, singly or in the aggregate, would
reasonably be expected to have a Material Adverse Effect, except as set
forth in or contemplated in the Offering Memorandum (exclusive of any
amendment or supplement thereto dated after the date of this
Agreement).
(xx) Absence of Manipulation. The Company has not taken,
directly or indirectly, any action designed to or that would constitute
or that might reasonably be expected to cause or result in, under the
1934 Act or otherwise, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the
Securities.
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(xxi) Description of the Securities and the Indenture. The
Securities and the Indenture will conform in all material respects to
the respective statements relating thereto contained in the Offering
Memorandum and will be in substantially the respective forms last
delivered to the Initial Purchasers prior to the date of this
Agreement.
(xxii) Similar Offerings. Neither the Company nor any of its
affiliates, as such term is defined in Rule 501(b) under the 1933 Act
(each, an "Affiliate"), has, directly or indirectly, solicited any
offer to buy, sold or offered to sell or otherwise negotiated in
respect of, or will solicit any offer to buy, sell or offer to sell or
otherwise negotiate in respect of any security which is or would be
integrated with the sale of the Securities in a manner that would
require the offered Securities to be registered under the 1933 Act.
(xxiii) Rule 144A Eligibility. The Securities are eligible for
resale pursuant to Rule 144A and will not be, at the Closing Time, of
the same class as securities listed on a national securities exchange
registered under Section 6 of the 1934 Act, or quoted in an automated
interdealer quotation system.
(xxiv) No General Solicitation. None of the Company, its
Affiliates or any person acting on its or any of their behalf (other
than the Initial Purchasers, as to whom the Company makes no
representation) has engaged or will engage, in connection with the
offering of the Securities, in any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the 1933
Act.
(xxv) No Registration Required. Subject to compliance by the
Initial Purchasers with the procedures set forth in Section 6 hereof,
it is not necessary in connection with the offer, sale and delivery of
the Securities to the Initial Purchasers and to each Subsequent
Purchaser in the manner contemplated by this Agreement and the Offering
Memorandum to register the Securities under the 1933 Act or to qualify
the Indenture under the Trust Indenture Act of 1939, as amended (the
"1939 Act").
(xxvi) Reporting Company. The Company is subject to the
reporting requirements of Section 13 or Section 15(d) of the 1934 Act.
(b) Officer's Certificates. Any certificate signed by any officer of
the Company delivered to the Representative or to counsel for the Initial
Purchasers shall be deemed a representation and warranty by the Company to each
Initial Purchaser as to the matters covered thereby.
SECTION 2. Sale and Delivery to Initial Purchasers; Closing.
(a) Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Initial Purchaser, severally and not jointly, and
each Initial Purchaser, severally and not jointly, agrees to purchase from the
Company, at the price set forth in Schedule B, the aggregate principal amount of
2008 Notes and the aggregate amount of 2013 Notes set forth in Schedule A
opposite the name of such Initial Purchaser, plus any additional principal
amount of 2008 Notes or 2013 Notes which such Initial Purchaser may become
obligated to purchase pursuant to the provisions of Section 11 hereof.
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(b) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the office of ▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇, 450 Lexington Avenue, New York, New York, or at such other place as
shall be agreed upon by the Representative and the Company, at 9:00 A.M. on the
second business day after the date hereof (unless postponed in accordance with
the provisions of Section 11), or such other time not later than ten business
days after such date as shall be agreed upon by the Representative and the
Company (such time and date of payment and delivery being herein called the
"Closing Time").
Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representative for the respective accounts of the Initial Purchasers of
certificates for the Securities to be purchased by them. It is understood that
each Initial Purchaser has authorized the Representative, for its account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not
as representative of the Initial Purchasers, may (but shall not be obligated to)
make payment of the purchase price for the Securities to be purchased by any
Initial Purchaser whose funds have not been received by the Closing Time, but
such payment shall not relieve such Initial Purchaser from its obligations
hereunder.
(c) Denominations; Registration. Certificates for the Securities shall
be in such denominations ($1,000, or integral multiples thereof) and registered
in such names as the Representative may request in writing at least one full
business day before the Closing Time. The certificates representing the
Securities shall be made available for examination and packaging by the Initial
Purchasers in The City of New York not later than 10:00 A.M. on the last
business day prior to the Closing Time.
SECTION 3. Covenants of the Company. The Company covenants with each
Initial Purchaser as follows:
(a) Offering Memorandum. The Company, as promptly as possible, will
furnish to each Initial Purchaser, without charge, such number of copies of the
Offering Memorandum and any amendments and supplements thereto and documents
incorporated by reference therein as such Initial Purchaser may reasonably
request.
(b) Notice and Effect of Material Events. The Company will promptly
notify each Initial Purchaser, and confirm such notice in writing, of (x) any
filing made by the Company of information relating to the offering of the
Securities with any securities exchange or any other regulatory body in the
United States or any other jurisdiction, and (y) prior to the completion of the
placement of the Securities by the Initial Purchasers as evidenced by a notice
in writing from the Initial Purchasers to the Company, any material changes in
or affecting the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise which (i) make any statement in the Offering Memorandum false or
misleading or (ii) are not disclosed in the Offering Memorandum. In such event
or if during such time any event shall occur as a result of which it is
necessary, in the reasonable opinion of any of the Company, its counsel, the
Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement
the Offering Memorandum in order that the Offering Memorandum not include any
untrue statement of a material fact or omit to state a
8
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances then existing, the Company will forthwith
amend or supplement the Offering Memorandum by preparing and furnishing to each
Initial Purchaser an amendment or amendments of, or a supplement or supplements
to, the Offering Memorandum (in form and substance satisfactory in the
reasonable opinion of counsel for the Initial Purchasers) so that, as so amended
or supplemented, the Offering Memorandum will not include an 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 existing at the time it is
delivered to a Subsequent Purchaser, not misleading.
(c) Amendment to Offering Memorandum and Supplements. The Company will
advise each Initial Purchaser promptly of any proposal to amend or supplement
the Offering Memorandum and will not effect such amendment or supplement to
which the Initial Purchasers reasonably object. Neither the consent of the
Initial Purchasers, nor the Initial Purchaser's delivery of any such amendment
or supplement, shall constitute a waiver of any of the conditions set forth in
Section 5 hereof.
(d) Qualification of Securities for Offer and Sale. The Company will
arrange, if necessary, in cooperation with the Initial Purchasers, to qualify
the Offered Securities for offering and sale under the applicable securities
laws of such states and other jurisdictions as the Initial Purchasers may
designate and to maintain such qualifications in effect as long as required for
the sale of the Securities; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified so to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
(e) Rating of Securities. The Company shall use its reasonable best
efforts necessary to enable Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc. ("S&P"), and ▇▇▇▇▇'▇ Investors Service Inc. ("Moody's") to
provide their respective credit ratings of the Securities.
(f) DTC. The Company will cooperate with the Initial Purchasers and use
its reasonable best efforts to permit the Offered Securities to be eligible for
clearance and settlement through the facilities of DTC.
(g) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the Offering
Memorandum under "Use of Proceeds".
SECTION 4. Payment of Expenses.
(a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing, delivery to the Initial Purchasers and any filing of the
Offering Memorandum (including financial statements and any schedules or
exhibits and any document incorporated therein by reference) and of each
amendment or supplement thereto, (ii) the preparation, printing and delivery to
the Initial Purchasers of this Agreement, any Agreement among Initial
Purchasers, the Indenture and such
9
other documents as may be required in connection with the offering, purchase,
sale, issuance or delivery of the Securities, (iii) the preparation, issuance
and delivery of the certificates for the Securities to the Initial Purchasers,
including any transfer taxes, any stamp or other duties payable upon the sale,
issuance and delivery of the Securities to the Initial Purchasers and any
charges of DTC in connection therewith, (iv) the fees and disbursements of the
Company's counsel, accountants and other advisors, (v) the qualification of the
Securities under securities laws in accordance with the provisions of Section
3(d) hereof, including filing fees and the reasonable fees and disbursements of
counsel for the Initial Purchasers in connection therewith and in connection
with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the
fees and expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities,
(vii) the costs and expenses of the Company relating to investor presentations
undertaken in connection with the marketing of the Securities including, without
limitation, expenses associated with the production of road show slides and
graphics, fees and expenses of any consultants engaged in connection with the
road show presentations, travel and lodging expenses of the representatives and
officers of the Company and any such consultants, and the cost of aircraft and
other transportation chartered in connection with the road show and (viii) any
fees payable in connection with the rating of the Securities.
(b) Termination of Agreement. If this Agreement is terminated by the
Representative in accordance with the provisions of Section 5 hereof, the
Company shall reimburse the Initial Purchasers for all of their out-of-pocket
expenses (including the reasonable fees and disbursements of counsel for the
Initial Purchasers that have been incurred by them in connection with the
proposed purchase and sale of the Securities).
SECTION 5. Conditions of Initial Purchasers' Obligations. The
obligations of the several Initial Purchasers hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company delivered
pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder, and to the following further
conditions:
(a) Opinion of General Counsel of Company. At the Closing Time, the
Representative shall have received the favorable opinion, dated as of the
Closing Time, of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, general counsel of the Company, in form and
substance reasonably satisfactory to counsel for the Initial Purchasers,
together with signed or reproduced copies of such letter for each of the other
Initial Purchasers to the effect set forth in Exhibit A hereto.
(b) Opinion of Counsel for Company. At the Closing Time, the
Representative shall have received the favorable opinion, dated as of the
Closing Time, of Debevoise & ▇▇▇▇▇▇▇▇, special counsel to the Company, in form
and substance reasonably satisfactory to counsel for the Initial Purchasers,
together with signed or reproduced copies of such letter for each of the other
Initial Purchasers to the effect set forth in Exhibit B hereto.
(c) Opinion of New Jersey Counsel for Company. At the Closing Time, the
Representative shall have received the favorable opinion, dated as of the
Closing Time, of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New Jersey counsel to the Company,
in form and substance reasonably satisfactory to counsel for the Initial
Purchasers, together with signed or reproduced
10
copies of such letter for each of the other Initial Purchasers to the effect set
forth in Exhibit C hereto.
(d) Opinion of Counsel for Initial Purchasers. At the Closing Time, the
Representative shall have received the favorable opinion, dated as of the
Closing Time, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Initial Purchasers,
together with signed or reproduced copies of such letter for each of the other
Initial Purchasers with respect to the matters set forth in paragraphs (i)
through (v), inclusive, (vii) and the penultimate paragraph of Exhibit B hereto.
In giving such opinion such counsel may rely, as to all matters governed by the
laws of jurisdictions other than the law of the State of New York and the
federal law of the United States, upon the opinions of counsel satisfactory to
the Representative. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.
(e) Officers' Certificate. At the Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Offering Memorandum (exclusive of any amendment or
supplement thereto after the date of this Agreement), any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business,
except as set forth in or contemplated in the Offering Memorandum (exclusive of
any amendment or supplement thereto after the date of this Agreement) and the
Representative shall have received a certificate of the Company signed by the
Chairman or Vice Chairman of the Board or the President and the principal
financial or accounting officer or the treasurer of the Company, dated as of the
Closing Time, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1 hereof are true and
correct with the same force and effect as though expressly made at and as of the
Closing Time, and (iii) the Company has complied in all material respects with
all agreements and satisfied in all material respects all conditions on its part
to be performed or satisfied at or prior to the Closing Time.
(f) Accountants' Comfort Letter. At the time of the execution of this
Agreement, the Representative shall have received from Ernst & Young LLP a
letter dated such date, in form and substance satisfactory to the
Representative, together with signed or reproduced copies of such letter for
each of the other Initial Purchasers containing statements and information of
the type ordinarily included in accountants' "comfort letters" to Initial
Purchasers with respect to the financial statements and certain financial
information contained in the Offering Memorandum.
(g) Bring-down Comfort Letter. At the Closing Time, the Representative
shall have received from Ernst & Young LLP a letter, dated as of the Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (f) of this Section, except that the specified
date referred to shall be a date not more than three business days prior to the
Closing Time.
(h) Registration Rights Agreement. The Company and the Initial
Purchasers shall have executed and delivered the Registration Rights Agreement
(in form and substance reasonably
11
satisfactory to the Initial Purchasers), and the Registration Rights Agreement
shall be in full force and effect.
(i) Maintenance of Rating. At the Closing Time, the Securities shall be
rated at least A1 by Moody's and A+ (CreditWatch Negative) by S&P, and the
Company shall have delivered to the Representative a letter dated the Closing
Time, from each such rating agency, or other evidence satisfactory to the
Representative, confirming that the Securities have such ratings; and since the
date of this Agreement, there shall not have occurred a downgrading in the
rating assigned to the Securities or any of the Company's other debt securities
by any "nationally recognized statistical rating agency", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act,
and, other than S&P which placed the ratings of the Company's debt securities on
CreditWatch with negative implications on February 4, 2003, no such securities
rating agency shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of the Securities or any
of the Company's other debt securities.
(j) Additional Documents. At the Closing Time, counsel for the Initial
Purchasers shall have been furnished with such documents and opinions as they
may reasonably request for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions herein contained.
(k) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representative by notice to the Company at
any time at or prior to the Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 7, 8 and 9 shall survive any such termination and remain
in full force and effect.
SECTION 6. Subsequent Offers and Resales of the Securities.
(a) Offer and Sale Procedures. Each of the Initial Purchasers and the
Company hereby establish and agree to observe the following procedures in
connection with the offer and sale of the Securities:
(i) Offers and Sales only to Qualified Institutional Buyers.
Offers and sales of the Securities shall only be made to persons whom
the offeror or seller reasonably believes to be qualified institutional
buyers, as defined in Rule 144A under the 1933 Act ("Qualified
Institutional Buyers"). Each Initial Purchaser severally agrees that it
will not offer, sell or deliver any of the Securities in any
jurisdiction outside the United States except under circumstances that
will result in compliance with the applicable laws thereof, and that it
will take at its own expense whatever action is required to permit its
purchase and resale of the Securities in such jurisdictions.
(ii) No General Solicitation. No general solicitation or
general advertising (within the meaning of Rule 502(c) under the ▇▇▇▇
▇▇▇) will be used in the United States in connection with the offering
or sale of the Securities.
12
(iii) Purchases by Non-Bank Fiduciaries. In the case of a
non-bank Subsequent Purchaser of a Security acting as a fiduciary for
one or more third parties, each third party shall, in the judgment of
the applicable Initial Purchaser, be a Qualified Institutional Buyer.
(iv) Subsequent Purchaser Notification. Each Initial Purchaser
will take reasonable steps to inform, and cause each of its U.S.
Affiliates to take reasonable steps to inform, persons acquiring
Securities from such Initial Purchaser or affiliate, as the case may
be, that the Securities (A) have not been registered under the 1933
Act, (B) are being sold to them without registration under the 1933 Act
in reliance on Rule 144A and (C) may not be offered, sold or otherwise
transferred except (1) to the Company or any subsidiary thereof, (2)
pursuant to a registration statement that has been declared effective
under the 1933 Act, (3) in accordance with Rule 144A to a person whom
the seller reasonably believes is a Qualified Institutional Buyer that
is purchasing such Securities for its own account or for the account of
a Qualified Institutional Buyer to whom notice is given that the offer,
sale or transfer is being made in reliance on Rule 144A or (4) pursuant
to another available exemption from registration under the 1933 Act.
(v) Restrictions on Transfer. The transfer restrictions and
the other provisions set forth in the Offering Memorandum under the
heading "Notice to Investors", including the legend required thereby,
shall apply to the Securities except as otherwise agreed by the Company
and the Initial Purchasers.
(b) Covenants of the Company. The Company covenants with each Initial
Purchaser as follows:
(i) Integration. The Company agrees that it will not and will
cause its Affiliates not to, directly or indirectly, solicit any offer
to buy, sell or make any offer or sale of, or otherwise negotiate in
respect of, securities of the Company of any class if, as a result of
the doctrine of "integration" referred to in Rule 502 under the 1933
Act, such offer or sale would render invalid (for the purpose of (i)
the sale of the Securities by the Company to the Initial Purchasers,
(ii) the resale of the Securities by the Initial Purchasers to
Subsequent Purchasers or (iii) the resale of the Securities by such
Subsequent Purchasers to others) the exemption from the registration
requirements of the 1933 Act provided by Section 4(2) thereof or by
Rule 144A thereunder or otherwise.
(ii) Rule 144A Information. The Company agrees that, in order
to render the Securities eligible for resale pursuant to Rule 144A
under the 1933 Act, while any of the Securities remain outstanding, it
will make available, upon request, to any holder of Securities or
prospective purchasers of Securities the information specified in Rule
144A(d)(4), unless the Company furnishes information to the Commission
pursuant to Section 13 or 15(d) of the 1934 Act.
(iii) Restriction on Resales. Until the expiration of two
years after the original issuance of the Securities, the Company will
not, and will cause any of its Affiliates controlled by the Company not
to, resell any Securities which are "restricted securities"
13
(as such term is defined under Rule 144(a)(3) under the 1933 Act),
whether as beneficial owner or otherwise (except as agent acting as a
securities broker on behalf of and for the account of customers in the
ordinary course of business in unsolicited broker's transactions).
(c) Qualified Institutional Buyer. Each Initial Purchaser severally and
not jointly represents and warrants to, and agrees with, the Company that it is
a "qualified institutional buyer" within the meaning of Rule 144A under the 1933
Act and an "accredited investor" within the meaning of Rule 501(a) under the
1933 Act.
SECTION 7. Indemnification.
(a) Indemnification of Initial Purchasers. The Company agrees to
indemnify and hold harmless each Initial Purchaser, its directors and officers,
its selling agents and each person, if any, who controls any Initial Purchaser
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Offering
Memorandum (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided
that any such settlement is effected with the written consent of the
Company; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇
▇▇▇▇▇), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Initial Purchaser through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly
for use in the Offering Memorandum (or any amendment thereto).
(b) Indemnification of Company. Each Initial Purchaser severally agrees
to indemnify and hold harmless the Company, its directors and officers, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the
14
1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Offering Memorandum in reliance upon
and in conformity with written information furnished to the Company by such
Initial Purchaser through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Offering
Memorandum.
(c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by ▇▇▇▇▇▇▇ ▇▇▇▇▇, and, in
the case of parties indemnified pursuant to Section 7(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section or Section 8
hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.
SECTION 8. Contribution. If the indemnification provided for in Section
7 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Initial Purchasers on the other hand from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Initial Purchasers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.
15
The relative benefits received by the Company on the one hand and the
Initial Purchasers on the other hand in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total underwriting discount received by the Initial
Purchasers, bear to the aggregate initial offering price of the Securities.
The relative fault of the Company on the one hand and the Initial
Purchasers on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Initial Purchasers and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section were determined by pro
rata allocation (even if the Initial Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.
Notwithstanding the provisions of this Section, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities purchased and sold by it hereunder exceeds
the amount of any damages which such Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
For purposes of this Section, each person, if any, who controls an
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act and each Initial Purchaser's Affiliates and selling agents shall
have the same rights to contribution as such Initial Purchaser, and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The Initial Purchasers' respective obligations to contribute
pursuant to this Section are several in proportion to the principal amount of
Securities set forth opposite their respective names in Schedule A hereto and
not joint.
SECTION 9. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto shall remain
operative and in full force and
16
effect, regardless of (i) any investigation made by or on behalf of any Initial
Purchaser or its Affiliates or selling agents, any person controlling any
Initial Purchaser, its officers or directors or any person controlling the
Company and (ii) delivery of and payment for the Securities. Each Initial
Purchaser agrees that the procedures set forth in Section 6(a) shall remain
operative and in full force and effect regardless of delivery of and payment for
the Securities.
SECTION 10. Termination of Agreement.
(a) Termination; General. This Agreement shall be subject to
termination in the absolute discretion of the Representative, by notice given to
the Company prior to delivery of and payment for the Securities, if at any time
prior to such time (i) trading in the Company's Common Stock shall have been
suspended by the Commission on 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 the New York Stock
Exchange, (ii) a banking moratorium shall have been declared either by Federal
or New York State authorities, (iii) a material disruption shall have occurred
in commercial banking or securities settlement or clearance services in the
United States, or (iv) 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 Representative, impractical or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Offering Memorandum (exclusive of any amendment or supplement thereto after
the date of this Agreement).
(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 7, 8 and 9 shall survive such termination and remain in full force and
effect.
SECTION 11. Default by One or More of the Initial Purchasers. If one or
more of the Initial Purchasers shall fail at the Closing Time to purchase the
Securities which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"), the Representative shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Initial Purchasers, or any other initial purchasers, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representative shall not
have completed such arrangements within such 24-hour period, then with respect
to each series of notes to be purchased hereunder;
(a) if the principal amount of Defaulted Securities
of a series of notes does not exceed 10% of the aggregate
principal amount of the Securities of such series to be
purchased hereunder, each of the non-defaulting Initial
Purchasers shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their
respective underwriting obligations with respect to such
series hereunder bear to the underwriting obligations of all
non-defaulting Initial Purchasers with respect to such series,
or
(b) if the principal amount of Defaulted Securities
of a series of notes exceeds 10% of the aggregate principal
amount of such series of notes to be
17
purchased hereunder, this Agreement shall terminate with
respect to such series without liability on the part of any
non-defaulting Initial Purchaser with respect to such series.
No action taken pursuant to this Section shall relieve any defaulting
Initial Purchaser from liability in respect of its default.
In the event of any such default which does not result in a termination
of this Agreement, either the Representative or the Company shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Offering Memorandum or in any other documents
or arrangements. As used herein, the term "Initial Purchaser" includes any
person substituted for an Initial Purchaser under this Section.
SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Initial
Purchasers shall be directed to the Representative at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of Global Transaction Management Group;
notices to the Company shall be directed to it at The Chubb Corporation, ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, attention of the General Counsel,
with a copy to Debevoise & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
attention of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
SECTION 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the Initial Purchasers and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Initial Purchasers and the Company and their respective successors and the
controlling persons and officers and directors referred to in Sections 7 and 8
and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Initial Purchasers and the
Company and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities from
any Initial Purchaser shall be deemed to be a successor by reason merely of such
purchase.
SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION).
SECTION 15. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.
EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.
18
SECTION 16. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
SECTION 17. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Initial Purchasers and the Company in accordance with its terms.
Very truly yours,
THE CHUBB CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
CONFIRMED AND ACCEPTED,
as of the date first above written:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Authorized Signatory
For itself and as Representative of the other Initial Purchasers named
in Schedule A hereto.
20
SCHEDULE A
Principal Principal
Amount of Amount of
Name of Initial Purchaser 2008 Notes 2013 Notes
----------- -----------
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated ................................................ 135,000,000 165,002,000
Deutsche Bank Securities Inc. .............................................. 30,000,000 36,666,000
▇▇▇▇▇▇▇, Sachs & Co. ....................................................... 30,000,000 36,666,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. .................................................. 30,000,000 36,666,000
----------- -----------
Total ...................................................................... 225,000,000 275,000,000
=========== ===========
Sch A-1
SCHEDULE B
THE CHUBB CORPORATION
$225,000,000 3.95% Notes due 2008
$275,000,000 5.20% Notes due 2013
1. (a) The initial public offering price of the 2008 Notes shall be
99.759% of the principal amount thereof, plus accrued interest, if any, from
March 18, 2003.
(b) The initial public offering price of the 2013 Notes shall be
99.480% of the principal amount thereof, plus accrued interest, if any, from
March 18, 2003.
2. (a) The purchase price to be paid by the Initial Purchasers for the
2008 Notes shall be 99.159% of the principal amount thereof.
(b) The purchase price to be paid by the Initial Purchasers for the
2013 Notes shall be 98.830% of the principal amount thereof.
3. (a) The interest rate on the 2008 Notes shall be 3.95% per annum.
(b) The interest rate on the 2013 Notes shall be 5.20% per annum.
Sch B-1