EXHIBIT 1.1
22,000,000 SHARES
UNIONBANCAL CORPORATION
COMMON STOCK
UNDERWRITING AGREEMENT
__________ __, 1999
__________ __, 1999
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇▇▇ Brothers Inc.
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited
▇▇▇▇▇▇ Brothers International (Europe)
▇.▇. ▇▇▇▇▇▇ Securities Ltd.
Salomon Brothers International Limited
Tokyo-Mitsubishi International
c/o Morgan ▇▇▇▇▇▇▇ & Co. International Limited
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
England
Ladies and Gentlemen:
The Bank of Tokyo-Mitsubishi, Ltd., a Japanese corporation ("BTM"),
proposes to sell to the several Underwriters (as defined below) 22,000,000
shares (the "FIRM SHARES") of the Common Stock, of UnionBanCal Corporation, a
California corporation ("UNBC").
It is understood that, subject to the conditions hereinafter stated,
17,600,000 Firm Shares (the "U.S. FIRM SHARES") will be sold to the several
U.S. Underwriters named in Schedule I hereto (the "U.S. UNDERWRITERS") in
connection with the offering and sale of such U.S. Firm Shares in the United
States and Canada to United States and Canadian Persons (as such terms are
defined in the Agreement Between U.S. and International Underwriters of even
date herewith), and 4,400,000 Firm Shares (the "INTERNATIONAL SHARES") will
be sold to the several International Underwriters named in Schedule II hereto
(the "INTERNATIONAL UNDERWRITERS") in connection with the offering and sale
of such International Shares outside the United States and Canada to persons
other than United States and Canadian Persons. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated,
▇▇▇▇▇▇ Brothers Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney
Inc. shall act as representatives (the "U.S. REPRESENTATIVES") of the several
U.S. Underwriters, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, ▇▇▇▇▇▇
Brothers International (Europe), ▇.▇. ▇▇▇▇▇▇ Securities Ltd., Salomon
Brothers International Limited and Tokyo-Mitsubishi International plc. shall
act as representatives (the "INTERNATIONAL REPRESENTATIVES") of the several
International Underwriters. The U.S. Underwriters and the International
Underwriters are hereinafter collectively referred to as the "UNDERWRITERS".
BTM also proposes to sell to the several U.S. Underwriters not more than
an additional 3,300,000 shares (the "ADDITIONAL SHARES") of the Common Stock
of UNBC if and to the extent that the U.S. Representatives shall have
determined to exercise, on behalf of the U.S. Underwriters, the right to
purchase such shares of common stock granted to the U.S. Underwriters in
Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter
collectively referred to as the "SHARES". The shares of Common Stock of UNBC
are hereinafter referred to as the "COMMON STOCK".
UNBC has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement relating to the Shares. The
registration statement contains two prospectuses to be used in connection
with the offering and sale of the Shares: the U.S. prospectus, to be used in
connection with the offering and sale of Shares in the United States and
Canada to United States and Canadian Persons, and the international
prospectus, to be used in connection with the offering and sale of Shares
outside the United States and Canada to persons other than United States and
Canadian Persons. The international prospectus is identical to the U.S.
prospectus except that the international prospectus will contain a different
front cover page. The registration statement as amended at the time it
becomes effective, including the information (if any) deemed to be part of
the registration statement at the time of effectiveness pursuant to Rule 430A
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is
hereinafter referred to as the "REGISTRATION STATEMENT"; the U.S. prospectus
and the international prospectus in the respective forms first used to
confirm sales of Shares are hereinafter collectively referred to as the
"PROSPECTUS". If UNBC has filed an abbreviated registration statement to
register additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference
herein to the term "Registration Statement" shall be deemed to include such
Rule 462 Registration Statement. Any reference herein to the term
"Registration Statement" and "Prospectus" shall be deemed to include
documents incorporated therein by reference.
1. REPRESENTATIONS AND WARRANTIES. UNBC represents and warrants
to and agrees with each of the Underwriters that:
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(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is
in effect, and no proceedings for such purpose are pending before
or, to the knowledge of UNBC, threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed pursuant
to the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT") and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the
Exchange Act and the applicable rules and regulations of the
Commission thereunder, (ii) the Registration Statement, when it
became effective, did not contain and, as amended or supplemented,
if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii)
the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply, when so filed,
in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (iv) the
Prospectus, as of its date, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not
apply to statements or omissions in the Registration Statement or
the Prospectus based upon information relating to any Underwriter
furnished to UNBC in writing by such Underwriter through you
expressly for use therein.
(c) UNBC has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on UNBC and
its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT");
all of the issued shares of capital stock of each subsidiary of
UNBC have been duly and validly authorized and issued, are fully
paid and non-assessable and are owned directly or indirectly by
UNBC, free and clear of all liens, encumbrances, equities or claims;
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(d) Union Bank of California, N.A. ("UBOC") has been duly
organized, is validly existing as an association in good standing
under the laws of the jurisdiction of its organization, has the
power and authority to own its property and to conduct its business
as described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a Material
Adverse Effect.
(e) This Agreement has been duly authorized, executed and
delivered by UNBC.
(f) The authorized capital stock of UNBC conforms as to legal
matters to the description thereof contained in the Prospectus
under "Description of Capital Stock".
(g) The shares of Common Stock outstanding have been duly
authorized and are validly issued, fully paid and non-assessable.
(h) The execution and delivery by UNBC of, and the
performance by UNBC of its obligations under, this Agreement will
not contravene any provision of applicable law or the articles of
incorporation or bylaws of UNBC or, except for violations that
individually or in the aggregate would not result in a Material
Adverse Effect, any agreement or other instrument binding upon UNBC
or any of its subsidiaries that is material to UNBC and its
subsidiaries, taken as a whole, or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over
UNBC or any subsidiary, and no consent, approval, authorization or
order of, or qualification with, any governmental body or agency is
required for the performance by UNBC of its obligations under this
Agreement, (i) except such as have been obtained or may be required
by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares by the U.S.
Underwriters, (ii) except such as have been obtained or may be
required under the laws and regulations of jurisdictions outside
the United States in which the International Shares are offered or
(iii) except to the extent that the failure to so obtain would not
individually or in the aggregate have a Material Adverse Effect.
(i) There has not occurred any material adverse change, or
any development involving a prospective material adverse change, in
the condition, financial or otherwise, or in the earnings, business
or operations of UNBC and its subsidiaries, taken as a whole, from
that set forth in the
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Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).
(j) There are no legal or governmental proceedings pending
or, to the knowledge of UNBC, threatened to which UNBC or any of
its subsidiaries is a party or to which any of the properties of
UNBC or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are
not so described, or any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.
(k) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, complied when so filed in all material respects
with the Securities Act and the applicable rules and regulations of
the Commission thereunder.
(l) UNBC is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as
such term is defined in the Investment Company Act of 1940, as
amended.
(m) UNBC and its subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety,
the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have
received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive
required permits, licenses or other approvals or failure to comply
with the terms and conditions of such permits, licenses or
approvals would not, singly or in the aggregate, have a Material
Adverse Effect.
(n) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any
potential liabilities
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to third parties) which would, singly or in the aggregate, have a
Material Adverse Effect.
(o) There are no contracts, agreements or understandings
between UNBC and any person granting such person the right to
require UNBC to file a registration statement under the Securities
Act with respect to any securities of UNBC or to require UNBC to
include such securities with the Shares registered pursuant to the
Registration Statement.
(p) UNBC and each of its subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to
conduct their respective businesses, and neither UNBC nor any such
subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material
adverse change in the condition, financial or otherwise, or in the
earnings, business or operations of UNBC and its subsidiaries,
taken as a whole, except as described in or contemplated by the
Prospectus.
(q) UNBC has reviewed its operations and that of its
subsidiaries to evaluate the extent to which the business or
operations of UNBC or any of its subsidiaries will be affected by
the "Year 2000 Problem" (that is, any significant risk that UNBC's
computer hardware or software applications and those of its
subsidiaries will not, in the case of dates or time periods
occurring after December 31, 1999, function at least as effectively
as in the case of dates or times periods occurring prior to January
1, 2000); as a result of such review, UNBC has no reason to
believe, and does not believe, that (i) there are any issues
related to UNBC's preparedness to address the Year 2000 Problem
that are of a character required to be described or referred to in
the Registration Statement or the Prospectus which have not been
accurately described in the Registration Statement or the
Prospectus and (ii) the Year 2000 Problem will have a material
adverse effect on the condition, financial or otherwise, or on the
earnings, business or operations of UNBC and its subsidiaries,
taken as a whole, or result in any material loss or interference
with the business or operations of UNBC and it subsidiaries, taken
as a whole.
2. REPRESENTATIONS AND WARRANTIES OF BTM. BTM represents and
warrants to and agrees with each of the Underwriters that:
(a) This Agreement has been duly authorized, executed and
delivered by or on behalf of BTM.
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(b) The execution and delivery by BTM of, and the performance
by BTM of its obligations under, this Agreement will not contravene
any provision of applicable law, or the organizational documents of
BTM, or any agreement or other instrument binding upon BTM or any
judgment, order or decree of any governmental body, agency or court
having jurisdiction over BTM, and no consent, approval,
authorization or order of, or qualification with, any governmental
body or agency is required for the performance by BTM of its
obligations under this Agreement, except such as may be required by
the securities or Blue Sky laws of the various states in connection
with the offer and sale of the Shares.
(c) BTM has, and on the Closing Date will have, valid title
to the Shares to be sold by BTM and the legal right and power, and
all authorization and approval required by law, to enter into this
Agreement and to sell, transfer and deliver the Shares to be sold
by BTM.
(d) Delivery of the Shares to be sold by BTM pursuant to this
Agreement against payment thereof, all in accordance with Sections
3 and 5 hereof, will pass title to such Shares free and clear of
any security interests, claims, liens, equities and other
encumbrances.
(e) (i) the Registration Statement, when it became effective,
did not contain and, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) the Registration
Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply when so filed in all
material respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder and (iii) the
Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements
or omissions in the Registration Statement or the Prospectus based
upon information relating to any Underwriter furnished to UNBC in
writing by such Underwriter through you expressly for use therein.
3. AGREEMENTS TO SELL AND PURCHASE. BTM hereby agrees to sell to
the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the
conditions hereinafter stated,
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agrees, severally and not jointly, to purchase from BTM the respective
numbers of Firm Shares set forth in Schedules I and II hereto opposite its
names at U.S.$_____ a share ("PURCHASE PRICE").
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, BTM agrees to sell to the
U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have
a one-time right to purchase, severally and not jointly, up to 3,300,000
Additional Shares at the Purchase Price. If the U.S. Representatives, on
behalf of the U.S. Underwriters, elect to exercise such option, the U.S.
Representatives shall so notify BTM in writing not later than 30 days after
the date of this Agreement, which notice shall specify the number of
Additional Shares to be purchased by the U.S. Underwriters and the date on
which such shares are to be purchased. Such date may be the same as the
Closing Date (as defined below) but not earlier than the Closing Date nor
later than ten business days after the date of such notice. Additional Shares
may be purchased as provided in Section 5 hereof solely for the purpose of
covering over-allotments made in connection with the offering of the Firm
Shares. If any Additional Shares are to be purchased, each U.S. Underwriter
agrees, severally and not jointly, to purchase the number of Additional
Shares (subject to such adjustments to eliminate fractional shares as the
U.S. Representatives may determine) that bears the same proportion to the
total number of Additional Shares to be purchased as the number of U.S. Firm
Shares set forth in Schedule I hereto opposite the name of such U.S.
Underwriter bears to the total number of U.S. Firm Shares.
Each of UNBC and BTM hereby agrees that, without the prior written
consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters,
it will not, during the period ending 180 days after the date of the
Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii)
enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of Common Stock or such other securities, in cash
or otherwise. The foregoing sentence shall not apply to (A) the Shares to be
sold hereunder, (B) the issuance by UNBC of shares of Common Stock or options
to purchase Common Stock granted pursuant to employee or director benefit
plans of UNBC of which the Underwriters have been advised in writing, (C)
transactions by any person other than UNBC relating to shares of Common Stock
or other securities acquired in open market transactions after the completion
of the offering of the Shares and (D) the sale of shares of Common
8
Stock by BTM to UNBC pursuant to the Repurchase Agreement dated as of
February 8, 1999.
4. TERMS OF PUBLIC OFFERING. Each of UNBC and BTM is advised by
you that the Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration Statement
and this Agreement have become effective as in your judgment is advisable.
Each of UNBC and BTM is further advised by you that the Shares are to be
offered to the public initially at U.S.$_____ a share (the "PUBLIC OFFERING
PRICE") and to certain dealers selected by you at a price that represents a
concession not in excess of U.S.$____ a share under the Public Offering
Price, and that any Underwriter may allow, and such dealers may reallow, a
concession, not in excess of U.S.$____ a share, to any Underwriter or to
certain other dealers.
5. PAYMENT AND DELIVERY. Payment for the Firm Shares shall be
made to BTM in Federal or other funds immediately available in New York City
against delivery of such Firm Shares for the respective accounts of the
several Underwriters at 10:00 a.m., New York City time, on __________ __,
1999, or at such other time on the same or such other date, not later than
__________ __, 1999, as shall be designated in writing by you. The time and
date of such payment are hereinafter referred to as the "CLOSING DATE."
Payment for any Additional Shares shall be made to BTM in Federal or
other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 a.m., New York City time, on the date specified in the notice described
in Section 3 hereof or at such other time on the same or on such other date,
in any event not later than __________ __, 1999, as shall be designated in
writing by the U.S. Representatives. The time and date of such payment are
hereinafter referred to as the "OPTION CLOSING DATE."
Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Shares to the Underwriters
duly paid, against payment of the Purchase Price therefor.
6. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations
of BTM to sell the Shares to the Underwriters and the several obligations of
the
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Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than 2:00 p.m., New York City time, on the date hereof.
The several obligations of the Underwriters are subject to the following
further conditions:
(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does
not indicate the direction of the possible change, in the
rating accorded any of UNBC's securities by any "nationally
recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Securities
Act; and
(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or
operations of UNBC and its subsidiaries, taken as a whole,
from that set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of
this Agreement) that, in your judgment, is material and
adverse and that makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated
in the Prospectus.
(b) The Underwriters shall have received on the Closing Date
a certificate, dated the Closing Date and signed by an executive
officer of UNBC, to the effect set forth in Section 6(a)(i) hereof
and to the effect that the representations and warranties of UNBC
contained in this Agreement are true and correct as of the Closing
Date and that UNBC has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or
satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
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(c) The Underwriters shall have received on the Closing Date
an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special
counsel for UNBC, dated the Closing Date, to the effect set forth
in Exhibit A.
(d) The Underwriters shall have received on the Closing Date
an opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Executive Vice President and
General Counsel of UNBC, dated the Closing Date, to the effect set
forth in Exhibit B.
(e) The Underwriters shall have received on the Closing Date
an opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special
U.S. counsel for BTM, dated the Closing Date, to the effect that:
(i) no consent, approval, authorization or order of, or
qualification with, any Governmental Authority which has not
been obtained, taken or made is required under Applicable Law
for the execution and delivery by BTM of, or the performance
by BTM of its obligations under, this Agreement, except such
as have been obtained, taken or made or may be required by the
securities or Blue Sky laws of the various states in
connection with offer and sale of the Shares; "GOVERNMENTAL
AUTHORITY" means any executive, legislative, judicial,
administrative or regulatory body of the State of New York or
the United States of America; "APPLICABLE LAW" means those
laws, rules and regulations of the State of New York and the
United States of America, in each case which in such counsel's
experience are normally applicable to the transactions of this
type contemplated by this Agreement;
(ii) assuming that the Underwriters are purchasing
Shares without notice of adverse claim, delivery of the Shares
to be sold by BTM pursuant to this Agreement against payment
thereof, all in accordance with Sections 3 and 5 hereof, will
pass title to such Shares free and clear of any security
interests, claims, liens, equities and other encumbrances;
PROVIDED, HOWEVER, that such counsel need not opine to any
security interests, claims, liens, equities and other
encumbrances arising under Japanese law; and
(iii) such counsel has no reason to believe that (except
for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any
belief) the Selling Shareholder information in the
Registration Statement at the time it became effective
contained any untrue statement of a material fact or omitted
to state a material fact
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required to be stated therein or necessary to make the
statements therein not misleading and has no reason to believe
that (except for financial statements and schedules and other
financial and statistical data as to which such counsel need
not express any belief) the Selling Shareholder information in
the Prospectus, as of its date and as of the date such opinion
is delivered, contained or contains any untrue statement of a
material fact or omits 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.
(f) The Underwriters shall have received on the Closing Date
an opinion of Hamada & Matsumoto, Japanese counsel for BTM, dated
the Closing Date, to the effect that:
(i) this Agreement has been duly authorized, executed
and delivered by or on behalf of BTM;
(ii) the execution and delivery by BTM of, and the
performance by BTM of its obligations under, this Agreement
will not contravene any provision of applicable Japanese law,
or the organizational documents of BTM, or, to the best of
such counsel's knowledge, any agreement or other instrument
binding upon BTM or, to the best of such counsel's knowledge,
any judgment, order or decree of any Japanese governmental
body, agency or court having jurisdiction over BTM, and no
consent, approval, authorization or order of, or qualification
with, any Japanese governmental body or agency is required for
the performance by BTM of its obligations under this Agreement;
(iii) BTM has valid title to the Shares to be sold by BTM
and the legal right and power, and all authorization and
approval required by law, to enter into this Agreement and to
sell, transfer and deliver the Shares to be sold by BTM; and
(iv) assuming that the Underwriters are purchasing
Shares without notice of adverse claim, delivery of the Shares
to be sold by BTM pursuant to this Agreement, against payment
thereof, all in accordance with Sections 3 and 5 hereof, will
pass title to such Shares free and clear of any security
interests, claims, liens, equities and other encumbrances;
PROVIDED, HOWEVER, that such counsel need not opine to any
security interests, claims, liens,
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equities and other encumbrances arising under the laws of the
United States or any state thereof.
(g) The Underwriters shall have received on the Closing Date
an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the
Underwriters, dated the Closing Date with respect to such matters
as the Underwriters may reasonably request.
With respect to Section 6(c) hereof, Skadden, Arps,
Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, and with
respect to Section 6(e)(iii) hereof, ▇▇▇▇, Weiss, Rifkind,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, may state that their opinion and belief
are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or
supplements thereto (other than the documents incorporated by
reference) and review and discussion of the contents thereof
(including documents incorporated therein by reference), but
are without independent check or verification, except as
specified.
With respect to Section 6(c) hereof, ▇▇▇▇▇▇▇ ▇▇▇▇,
Slate, Meagher, & ▇▇▇▇ LLP may rely, with respect to factual
matters and to the extent such counsel deems appropriate, upon
the representations of UNBC contained herein and in other
documents and instruments. With respect to Sections 6(e) and
6(f) hereof, ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and
Hamada & Matsumoto, respectively, may rely, (i) with respect
to factual matters and to the extent such counsel deems
appropriate, upon the representations of BTM contained herein
and in other documents and instruments and (ii) with respect
to matters involving the application of, in the case of ▇▇▇▇,
Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, of Japanese law, or in the
case of Hamada & Matsumoto, of U.S. law, and to the extent
such counsels deem proper and to the extent specified in such
opinion, upon the opinion of each other firm delivered to you
pursuant to Sections 6(f) and 6(e) hereof, respectively.
The opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇
LLP and ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ described in
Section 6(c) and 6(e) hereof, respectively, above shall be
rendered to the Underwriters at the request of UNBC and shall
so state therein.
13
(h) The Underwriters shall have received, on each of the date
hereof and the Closing Date, a letter dated the date hereof or the
Closing Date, as the case may be, in form and substance
satisfactory to the Underwriters, from Deloitte & Touche LLP,
independent public accountants, containing statements and
information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the
Registration Statement and the Prospectus; PROVIDED that the letter
delivered on the Closing Date shall use a "cut-off date" not
earlier than the date hereof.
(i) The "lock-up" agreements, each substantially in the form
of Exhibit C hereto, between you and the directors and certain
officers of
14
UNBC listed on Exhibit D hereto relating to sales and certain other
dispositions of shares of Common Stock or certain other securities,
delivered to you on or before the date hereof, shall be in full
force and effect on the Closing Date.
(j) The repurchases of shares of Common Stock shall have been
consummated as described in the Prospectus.
(k) The several obligations of the U.S. Underwriters to
purchase Additional Shares hereunder are subject to the delivery to
the U.S. Representatives on the Option Closing Date of such
documents as they may reasonably request with respect to the good
standing of UNBC, certain matters related to the sale of the
Additional Shares.
7. COVENANTS OF UNBC. In further consideration of the agreements of
the Underwriters herein contained, UNBC covenants with each Underwriter as
follows:
(a) To furnish to you, without charge, ten conformed copies
of the Registration Statement (including exhibits thereto and, upon
request, documents incorporated therein by reference) and for
delivery to each other Underwriter a conformed copy of the
Registration Statement (without exhibits thereto but, upon request,
including documents incorporated therein by reference) and to
furnish to you in New York City, without charge, prior to 10:00
a.m. New York City time on the second business day next succeeding
the date of this Agreement and during the period mentioned in
Section 7(c) hereof, as many copies of the Prospectus, and any
supplements and amendments thereto or to the Registration Statement
as you may reasonably request. The terms "SUPPLEMENT" and
"AMENDMENT" and "AMEND" as used in this Agreement shall include all
documents subsequently filed by UNBC with the Commission pursuant
to the Exchange Act that are deemed to be incorporated by reference
in the Prospectus.
(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish to you a copy of each such
proposed amendment or supplement and not to file any such proposed
amendment or supplement to which you reasonably object promptly
after reasonable notice thereof, and to file with the Commission
within the applicable period specified in Rule 424(b) under the
Securities Act any prospectus required to be filed pursuant to such
Rule.
15
(c) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the
Underwriters (which counsel shall be reasonably acceptable to UNBC;
PROVIDED that ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ shall be acceptable to UNBC),
the Prospectus is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or
condition exist as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered
to a purchaser, not misleading, or if it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith
to prepare, file with the Commission and furnish, at its own
expense, to the Underwriters and to the dealers (whose names and
addresses you will furnish to UNBC) to which Shares may have been
sold by you on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so
that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Prospectus,
as amended or supplemented, will comply with law.
(d) To endeavor to qualify the Shares for offer and sale
under the securities or Blue Sky laws of such jurisdictions in the
United States as you shall reasonably request; PROVIDED that in
connection therewith, UNBC shall not be required to qualify as a
foreign corporation or to file a general consent to service of
process in any jurisdiction.
(e) To make generally available to UNBC's security holders
and to you as soon as practicable an earning statement covering the
twelve-month period ending March 31, 2000 that satisfies the
provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder.
(f) Not to waive its rights under any "lock-up" or similar
agreement between UNBC and any shareholder of UNBC without the
prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on
behalf of the Underwriters.
8. EXPENSES. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, each of UNBC and BTM,
jointly and severally, agree to pay or cause to be paid all expenses incident to
the performance of its obligations under this Agreement, including: (i) the
fees, disbursements and expenses of UNBC's counsel, UNBC's accountants and
counsel for BTM in connection with the registration and delivery of the Shares
under the Securities Act and all other fees or expenses in connection with the
16
preparation and filing of the Registration Statement, any preliminary
prospectus, the Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the mailing
and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove specified, (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the cost of printing or producing any Blue
Sky or Legal Investment memorandum in connection with the offer and sale of the
Shares under state securities laws and all expenses in connection with the
qualification of the Shares for offer and sale under state securities laws as
provided in Section 7(d) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or Legal Investment
memorandum, (iv) all filing fees and the reasonable fees and disbursements of
counsel to the Underwriters incurred in connection with the review and
qualification of the offering of the Shares by the National Association of
Securities Dealers, Inc., (v) all costs and expenses, if any, incident to
listing the Shares on the Nasdaq National Market or the New York Stock Exchange,
(vi) the cost of printing certificates representing the Shares, (vii) the costs
and charges of any transfer agent, registrar or depositary, (viii) the costs and
expenses of UNBC relating to investor presentations on any "road show"
undertaken in connection with the marketing of the offering of the Shares,
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 with the prior approval of UNBC,
travel and lodging expenses of the representatives and officers of UNBC and any
such consultants, and the cost of any aircraft chartered in connection with the
road show, and (ix) all other costs and expenses incident to the performance of
the obligations of UNBC hereunder for which provision is not otherwise made in
this Section 8. It is understood, however, that except as provided in this
Section 8, Section 9 hereof and the last paragraph of Section 11 hereof, the
Underwriters will pay all of their costs and expenses, including fees and
disbursements of their counsel, stock transfer taxes payable on resale of any of
the Shares by them and any advertising expenses connected with any offers they
may make.
The provisions of this Section 8 shall not supersede or otherwise affect
any agreement that UNBC and BTM may otherwise have for the allocation of such
expenses among themselves.
9. INDEMNITY AND CONTRIBUTION. (a) Each of UNBC and BTM, jointly
and severally, agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any
17
legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if UNBC shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to UNBC in writing by such Underwriter
through you expressly for use therein; PROVIDED, HOWEVER, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure
to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Shares, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if UNBC shall have furnished any amendments or supplements thereto)
was not sent or given by or on behalf of such Underwriter to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus (as
so amended or supplemented) would have cured the defect giving rise to such
loss, claim, damage or liability, unless such failure is the result of non-
compliance by UNBC with Section 7(a) hereof.
(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless UNBC, BTM, the directors of UNBC, the officers of
UNBC who sign the Registration Statement and each person, if any, who
controls UNBC or BTM within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from UNBC and BTM to such Underwriter, but only with
reference to information relating to such Underwriter furnished to UNBC in
writing by such Underwriter through you expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 9(a) or 9(b) hereof, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding,
18
any indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (i) the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Underwriters and all
persons, if any, who control any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for UNBC, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the UNBC within the meaning
of either such Section and (iii) the fees and expenses of more than one
separate firm (in addition to any local counsel) for BTM and all persons, if
any, who control BTM within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case
of any such separate firm for the Underwriters and such control persons of
any Underwriters, such firm shall be designated in writing by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Co. Incorporated. In the case of any such separate firm for UNBC, and such
directors, officers and control persons of UNBC, such firm shall be
designated in writing by UNBC. In the case of any such separate firm for BTM
and such control persons of BTM, such firm shall be designated in writing by
BTM. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by the second and third sentences of this
paragraph and the indemnifying party is not disputing in good faith the
reasonableness of such fees and expenses of counsel, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such
19
indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such proceeding.
(d) To the extent the indemnification provided for in Section
9(a) or 9(b) hereof is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein,
then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party or parties on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 9(d)(i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 9(d)(i) above
but also the relative fault of the indemnifying party or parties on the one
hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by UNBC and BTM on the one
hand and the Underwriters on the other hand in connection with the offering
of the Shares shall be deemed to be in the same respective proportions as the
net proceeds from the offering of the Shares (before deducting expenses)
received by BTM and the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover of
the Prospectus, bear to the aggregate Public Offering Price of the Shares.
The relative fault of UNBC and BTM on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by UNBC or BTM or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Underwriters' respective obligations
to contribute pursuant to this Section 9 are several in proportion to the
respective number of Shares they have purchased hereunder, and not joint.
(e) UNBC, BTM and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 9 were determined
by PRO RATA allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 9(d) hereof.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably
20
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 9, no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter 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 Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 9 are
not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in
this Section 9 and the representations, warranties and other statements of
UNBC contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, BTM or any person controlling BTM, or UNBC, its
officers or directors or any person controlling UNBC and (iii) acceptance of
and payment for any of the Shares.
10. TERMINATION. This Agreement shall be subject to termination by
notice given by you to UNBC and BTM, if (a) after the execution and delivery
of this Agreement and prior to the Closing Date (i) trading generally shall
have been suspended or materially limited on or by, as the case may be, any
of the New York Stock Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii)
trading of any securities of UNBC shall have been suspended on any exchange
or in any over-the-counter market, (iii) a general moratorium on commercial
banking activities in New York shall have been declared by either Federal or
New York State authorities or (iv) there shall have occurred any outbreak or
escalation of hostilities or any change in financial markets or any calamity
or crisis that, in your judgment, is material and adverse and (b) in the case
of any of the events specified in clauses (i) through (iv) above, such event,
singly or together with any other such event, makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus.
11. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares
that it
21
has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate
number of the Shares to be purchased on such date, the other Underwriters
shall be obligated severally in the proportions that the number of Firm
Shares set forth opposite their respective names in Schedule I or Schedule II
bears to the aggregate number of Firm Shares set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; PROVIDED
that in no event shall the number of Shares that any Underwriter has agreed
to purchase pursuant to this Agreement be increased pursuant to this Section
11 by an amount in excess of one-ninth of such number of Shares without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Firm Shares and the
aggregate number of Firm Shares with respect to which such default occurs is
more than one-tenth of the aggregate number of Firm Shares to be purchased,
and arrangements satisfactory to you, UNBC and BTM for the purchase of such
Firm Shares are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting
Underwriter, UNBC or BTM. In any such case that does not result in
termination, either you, UNBC or BTM shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus
or in any other documents or arrangements may be effected. If, on the Option
Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
Additional Shares or (ii) purchase not less than the number of Additional
Shares that such non-defaulting Underwriters would have been obligated to
purchase in the absence of such default. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of UNBC or BTM to comply
with the terms or to fulfill any of the conditions of this Agreement, or if
for any reason UNBC or BTM shall be unable to perform its obligations under
this Agreement, UNBC and BTM will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in
connection with this Agreement or
22
the offering contemplated hereunder, but UNBC and BTM shall then be under no
further liability to any Underwriter except as provided in Sections 8 and 9
hereof.
12. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
13. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.
14. HEADINGS. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.
23
Very truly yours,
UNIONBANCAL CORPORATION
By:
---------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:
---------------------------------
Name:
Title:
Accepted as of the date hereof
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INCORPORATED
▇▇▇▇▇▇ BROTHERS INC.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
Acting severally on behalf of themselves
and the several U.S. Underwriters named
in Schedule I hereto.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
By:
----------------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INTERNATIONAL LIMITED
▇▇▇▇▇▇ BROTHERS INTERNATIONAL
(EUROPE)
▇.▇. ▇▇▇▇▇▇ SECURITIES LTD.
SALOMON BROTHERS INTERNATIONAL
LIMITED
TOKYO-MITSUBISHI INTERNATIONAL PLC.
Acting severally on behalf of themselves and the
several International Underwriters named in
Schedule II hereto.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited
By:
--------------------------------------------
Name:
Title:
SCHEDULE I
U.S. UNDERWRITERS
NUMBER OF FIRM SHARES TO
UNDERWRITER BE PURCHASED
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated . . . . . .
▇▇▇▇▇▇ Brothers Inc.. . . . . . . . . . . . .
▇.▇. ▇▇▇▇▇▇ Securities Inc. . . . . . . . . .
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. . . . . . . . . . .
[NAMES OF OTHER U.S. UNDERWRITERS]. . . . . .
Total U.S. Firm Shares . . . . . . . . .
SCHEDULE II
INTERNATIONAL UNDERWRITERS
NUMBER OF FIRM SHARES TO BE
UNDERWRITER PURCHASED
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited. .
▇▇▇▇▇▇ Brothers International (Europe). . . .
▇.▇. ▇▇▇▇▇▇ Securities Ltd. . . . . . . . . .
Salomon Brothers International Limited . . .
Tokyo-Mitsubishi International plc. . . . . .
[NAMES OF OTHER INTERNATIONAL CO-MANAGERS]. .
Total International Firm Shares . . . .