1
EXHIBIT 1.2
757,600 Shares
PRIMARK CORPORATION
Common Stock
UNDERWRITING AGREEMENT
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(International Version)
__________ __, 1995
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. ▇▇▇▇▇ & SONS INCORPORATED
▇.▇. ▇▇▇▇▇▇▇ & SONS, INC.
As Managers of the several
International Underwriters
c/o PaineWebber International (U.K.) Ltd.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Dear Sirs:
Primark Corporation, a Michigan corporation (the "Company"),
and the persons named in Schedule I (the "Selling Shareholders"), propose to
sell an aggregate of 757,600 shares (the "International Shares") of the
Company's Common Stock, without par value (the "Common Stock"), of which
700,000 shares are to be issued and sold by the Company and an aggregate of
57,600 shares are to be sold by the Selling Shareholders in the respective
amounts set forth opposite their respective names in Schedule I, in each case
to you and to the several other International Underwriters named in Schedule II
hereto (collectively, the "International Underwriters"), for whom you are
acting as managers (the "Managers"), in connection with the offering and sale
of such shares of Common Stock outside the United States and Canada to persons
other than United States and Canadian Persons (as hereinafter defined).
It is understood that the Company and the Selling Shareholders
are concurrently entering into an agreement (the "U.S. Underwriting Agreement")
providing for the sale by
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the Company and the Selling Shareholders of an aggregate of 568,200 shares of
Common Stock, including the over-allotment option described therein (the "U.S.
Shares"), through arrangements with certain underwriters in the United States
(the "U.S. Underwriters"), for whom PaineWebber Incorporated, Alex. ▇▇▇▇▇ &
Sons Incorporated, and ▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc. are acting as representatives,
in connection with the offering and sale of such shares of Common Stock in the
United States and Canada to United States and Canadian Persons. As used
herein, "United States or Canadian Person" shall mean any individual who is
resident in the United States or Canada or any corporation, pension,
profit-sharing or other trust or other entity organized under or governed by
the laws of the United States or Canada or of any political subdivision thereof
(other than the foreign branch of the United States or Canadian Person), and
shall include any United States or Canadian branch of a person other than a
United States or Canadian Person; and "United States" shall mean the United
States of America, its territories, possessions and all areas subject to its
jurisdiction. This Agreement incorporates by reference certain provisions from
the U.S. Underwriting Agreement (including the definitions of terms used
therein which are also used herein) and, in general, all such provisions (and
defined terms) shall be applied MUTATIS MUTANDIS as if the incorporated
provisions were set forth in full herein having regard to their context in this
Agreement as opposed to the U.S. Underwriting Agreement.
The U.S. Underwriters have entered into an agreement with the
International Underwriters (the "Agreement Between U.S. Underwriters and
International Underwriters") contemplating the coordination of certain
transactions between the U.S. Underwriters and the International Underwriters
and any such transactions between the U.S. Underwriters and the International
Underwriters shall be governed by the Agreement Between U.S. Underwriters and
International Underwriters and shall not be governed by the terms of this
Agreement.
The initial public offering price per share for the
International Shares and the purchase price per share for the International
Shares to be paid by the several International Underwriters shall be agreed
upon by the Company, the Selling Shareholders and the Managers, acting on
behalf of the several International Underwriters, and such agreement shall be
set forth in a separate written instrument substantially in the form of Exhibit
A hereto (the "International Price Determination Agreement"). The International
Price Determination Agreement may take the form of an exchange of any standard
form of written telecommunication among the Company, the Selling Shareholders
and the Managers and shall specify such applicable information as is indicated
in
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Exhibit A hereto. The offering of the International Shares will be governed by
this Agreement, as supplemented by the International Price Determination
Agreement. From and after the date of the execution and delivery of the
International Price Determination Agreement, this Agreement shall be deemed to
incorporate, and, unless the context otherwise indicates, all references
contained herein to "this Agreement" and to the phrase "herein" shall be deemed
to include the International Price Determination Agreement. The initial public
offering price per share and the purchase price per share for the U.S. Shares
to be paid by the several U.S. Underwriters pursuant to the U.S. Underwriting
Agreement shall be set forth in a separate agreement (the "U.S. Price
Determination Agreement"), the form of which is attached to the U.S.
Underwriting Agreement. From and after the date of the execution and delivery
of the U.S. Price Determination Agreement, unless the context otherwise
indicates, all references contained herein to the "U.S. Underwriting Agreement"
shall be deemed to include the U.S. Price Determination Agreement. The
purchase price per share for the U.S. Shares to be paid by the several U.S.
Underwriters shall be identical to the purchase price per share for the
International Shares to be paid by the several International Underwriters
hereunder.
Each Selling Shareholder has executed and delivered a Custody
Agreement and a Power of Attorney in the form attached as Exhibit B to the U.S.
Underwriting Agreement pursuant to which each Selling Shareholder has placed
his U.S. Firm Shares and International Shares in custody and appointed the
persons designated therein as a committee (the "Committee") with authority to
execute and deliver this Agreement on behalf of such Selling Shareholder and to
take certain other actions with respect thereto and hereto.
The Company and the Selling Shareholders confirm as follows
their respective agreements with the Managers and the several other
International Underwriters.
1. Agreement to Sell and Purchase.
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(a) On the basis of the respective representations,
warranties and agreements of the Company and the Selling Shareholders
herein contained and subject to all the terms and conditions of this
Agreement, (i) the Company and each of the Selling Shareholders,
severally and not jointly, agree to sell to the several International
Underwriters and (ii) each of the International Underwriters,
severally and not jointly, agrees to purchase from the Company and the
Selling Shareholders at the purchase price per share for the
International Shares to be agreed upon by the Managers, the Company
and the
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Selling Shareholders in accordance with Section 1(c) or 1(d) and set
forth in the International Price Determination Agreement, the number
of International Shares set forth opposite the name of such
International Underwriter in Schedule II, plus such additional number
of International Shares which such International Underwriter may
become obligated to purchase pursuant to Section 9 hereof. If the
Company elects to rely on Rule 430A, Schedule II may be attached to
the International Price Determination Agreement.
(b) If the Company has elected not to rely on Rule 430A,
the initial public offering price per share for the International
Shares and the purchase price per share for the International Shares
to be paid by the several International Underwriters shall be agreed
upon and set forth in the International Price Determination Agreement,
which shall be dated the date hereof, and an amendment to the
Registration Statement (as hereinafter defined) containing such per
share price information shall be filed before the Registration
Statement becomes effective.
(c) If the Company has elected to rely on Rule 430A, the
initial public offering price per share for the International Shares
and the purchase price per share for the International Shares to be
paid by the several International Underwriters shall be agreed upon
and set forth in the International Price Determination Agreement. In
the event that the International Price Determination Agreement has not
been executed by the close of business on the fourteenth business day
following the date on which the initial registration statement (as
defined in the U.S. Underwriting Agreement) becomes effective, this
Agreement shall terminate forthwith, without liability of any party to
any other party except that Section 7 shall remain in effect.
2. DELIVERY AND PAYMENT. Delivery of the International
Shares shall be made to the Managers for the accounts of the International
Underwriters against payment of the purchase price by credit to the account of
the Company, for itself and on behalf of each of the Selling Shareholders, with
the Depository Trust Company. Such payment will be made at 10:00 a.m., New
York City time, on the fourth business day following the date of this
Agreement, or, if the Company has elected to rely on Rule 430A, the fourth
business day after the date on which the first bona fide offering of the
International Shares is made by the International Underwriters, or at such time
on such other date as may be
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agreed upon by the Company and the Managers (such date is hereinafter referred
to as the "Closing Date").
The cost of original issue tax stamps, if any, in connection
with the issuance and delivery of the International Shares by the Company to
the respective International Underwriters shall be borne by the Company. The
cost of tax stamps, if any, in connection with the sale of the International
Shares by the Selling Shareholders shall be borne by the Selling Shareholders.
The Company and the Selling Shareholders will pay and save each International
Underwriter and any subsequent holder of the International Shares harmless from
any and all liabilities with respect to or resulting from any failure or delay
in paying Federal and state stamp and other transfer taxes, if any, which may
be payable or determined to be payable in connection with the original issuance
or sale to such International Underwriter of the International Shares.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby makes to each International Underwriter the same representations
and warranties as are set forth in Section 3 of the U.S. Underwriting
Agreement, which Section is hereby incorporated herein by reference.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLING
SHAREHOLDERS. Each Selling Shareholder, severally and not jointly, hereby
makes to each International Underwriter the same representations and warranties
as are set forth in Section 4 of the U.S. Underwriting Agreement, which Section
is hereby incorporated herein by reference.
5. AGREEMENTS OF THE COMPANY AND THE SELLING
SHAREHOLDERS. The Company and the Selling Shareholders, severally and not
jointly, hereby make the same agreements with the several International
Underwriters as the Company and the Selling Shareholders make in Section 5 of
the U.S. Underwriting Agreement, which Section is hereby incorporated herein by
reference.
6. CONDITIONS OF THE OBLIGATIONS OF THE INTERNATIONAL
UNDERWRITERS. The obligations of each International Underwriter hereunder are
subject to each of the conditions set forth in Section 6 of the U.S.
Underwriting Agreement, which Section is hereby incorporated herein by
reference, and the additional condition that the closing of the purchase and
sale of the U.S. Shares pursuant to the U.S. Underwriting Agreement shall
occur concurrently with the closing of the purchase and sale of the
International Shares hereunder.
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7. Indemnification.
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(a) Each of the Company and the Selling Shareholders,
jointly and severally, will indemnify and hold harmless each
International Underwriter, the directors, officers, employees and
agents of each International Underwriter and each person, if any, who
controls each International Underwriter within the meaning of Section
15 of the Act or Section 20 of the Exchange Act from and against any
and all losses, claims, liabilities, expenses and damages (including
any and all investigative, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they, or
any of them, may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, liabilities, expenses or
damages arise out of or are based on any untrue statement or alleged
untrue statement of a material fact contained in any preliminary
prospectus, the Registration Statement or the Prospectus or any
amendment or supplement to the Registration Statement or the
Prospectus, or in any documents filed under the Exchange Act and
deemed to be incorporated by reference into the Prospectus, or the
omission or alleged omission to state in such document a material fact
required to be stated in it or necessary to make the statements in it
not misleading, provided that the Company and the Selling Shareholders
will not be liable to the extent that such loss, claim, liability,
expense or damage arises from the sale of the International Shares in
the public offering to any person by an International Underwriter and
is based on an untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with
information relating to any International Underwriter furnished in
writing to the Company by the Managers on behalf of any International
Underwriter expressly for inclusion in the Registration Statement, the
International Preliminary Prospectus or the International Prospectus.
For all purposes of this Agreement, the amounts of the selling
concession and the reallowance set forth in the Prospectus constitute
the only information relating to any International Underwriter
furnished in writing to the Company by the Managers on behalf of the
International Underwriters expressly for inclusion in the Registration
Statement, the International Preliminary Prospectus or the
International Prospectus. This indemnity agreement will be in
addition to any liability that the Company or any Selling Shareholder
might otherwise have.
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(b) Each International Underwriter will indemnify and
hold harmless the Company, the Selling Shareholders, each person, if
any, who controls the Company or the Selling Shareholders within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act,
each director of the Company and each officer of the Company who signs
the Registration Statement to the same extent as the foregoing
indemnity from the Company and the Selling Shareholders to each
International Underwriter, but only insofar as losses, claims,
liabilities, expenses or damages arise out of or are based on any
untrue statement or omission or alleged untrue statement or omission
made in reliance on and in conformity with information relating to any
International Underwriter furnished in writing to the Company by the
Managers on behalf of such International Underwriter expressly for use
in the Registration Statement, the International Preliminary
Prospectus or the International Prospectus. This indemnity will be in
addition to any liability that each International Underwriter might
otherwise have.
(c) Any party that proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of
notice of commencement of any action against such party in respect of
which a claim is to be made against an indemnifying party or parties
under this Section 7, notify each such indemnifying party of the
commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not relieve
it from any liability that it may have to any indemnified party under
the foregoing provisions of this Section 7 unless, and only to the
extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. If any such action is
brought against any indemnified party and it notifies the indemnifying
party of its commencement, the indemnifying party will be entitled to
participate in and, to the extent that it elects by delivering written
notice to the indemnified party promptly after receiving notice of the
commencement of the action from the indemnified party, jointly with
any other indemnifying party similarly notified, to assume the defense
of the action, with counsel satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of
its election to assume the defense, the indemnifying party will not be
liable to the indemnified party for any legal or other expenses except
as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the
defense. The indemnified party
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will have the right to employ its own counsel in any such action, but
the fees, expenses and other charges of such counsel will be at the
expense of such indemnified party unless (1) the employment of counsel
by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded
(based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from
or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based on advice of counsel to
the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have
the right to direct the defense of such action on behalf of the
indemnified party) or (4) the indemnifying party has not in fact
employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and
other charges of counsel will be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm
admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they
are incurred. An indemnifying party will not be liable for any
settlement of any action or claim effected without its written consent
(which consent will not be unreasonably withheld).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 7 is applicable in
accordance with its terms but for any reason is held to be unavailable
from the Company, the Selling Shareholders or the International
Underwriters, the Company, the Selling Shareholders and the
International Underwriters will contribute to the total losses,
claims, liabilities, expenses and damages (including any
investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting any
contribution received by the Company or the Selling Shareholders from
persons other than the International Underwriters, such as persons who
control the Company or the Selling Shareholders within the meaning of
the Act, officers of
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the Company who signed the Registration Statement and directors of the
Company, who also may be liable for contribution) to which the Company
or the Selling Shareholders and any one or more of the International
Underwriters may be subject in such proportion as shall be appropriate
to reflect the relative benefits received by the Company and Selling
Shareholders on the one hand and the International Underwriters on the
other. The relative benefits received by the Company and the Selling
Shareholders on the one hand and the International Underwriters on the
other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Company and the Selling Shareholders bear to the total underwriting
discounts and commissions received by the International Underwriters,
in each case as set forth in the table on the cover page of the
International Prospectus. If, but only if, the allocation provided by
the foregoing sentence is not permitted by applicable law, the
allocation of contribution shall be made in such proportion as is
appropriate to reflect not only the relative benefits referred to in
the foregoing sentence but also the relative fault of the Company and
the Selling Shareholders, on the one hand, and the International
Underwriters, on the other, with respect to the statements or
omissions which resulted in such loss, claim, liability, expense or
damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to whether the 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, the Selling Shareholders, or the Managers on behalf of
the International Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company, the Selling
Shareholders and the International Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section
7(d) were to be determined by pro rata allocation (even if the
International Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss,
claim, liability, expense or damage, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to include, for
purposes of this Section 7(d), any legal or other expenses reasonably
incurred by such indemnified party in
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connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7(d), no International
Underwriter shall be required to contribute any amount in excess of the
underwriting discounts received by it and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) will be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The International Underwriters' obligations to contribute
as provided in this Section 7(d) are several in proportion to their respective
underwriting obligations and not joint. For purposes of this Section 7(d), any
person who controls a party to this Agreement within the meaning of the Act
will have the same rights to contribution as that party, and each officer of
the Company who signed the Registration Statement will have the same rights to
contribution as the Company, subject in each case to the provisions hereof.
Any party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 7(d), will notify any such party or
parties from whom contribution may be sought, but the omission so to notify
will not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have under this Section 7(d). No party
will be liable for contribution with respect to any action or claim settled
without its written consent (which consent will not be unreasonably withheld).
(e) The indemnity and contribution agreements contained
in this Section 7 and the representations and warranties of the
Company and the Selling Shareholders contained in, or incorporated by
reference into, this Agreement shall remain operative and in full
force and effect regardless of (i) any investigation made by or on
behalf of the International Underwriters, (ii) acceptance of any of
the International Shares and payment therefor or (iii) any termination
of this Agreement.
(f) Notwithstanding any other provision contained in this
Agreement, the maximum amount for which any Selling Shareholder shall
be liable under this Section 7 shall be the net proceeds from the
offering (before deducting expenses) received by such Selling
Shareholder.
8. TERMINATION. The obligations of the several
International Underwriters under this Agreement may be terminated at any time
on or prior to the Closing Date, by
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notice to the Company and the Committee from the Managers, without liability on
the part of any International Underwriter to the Company or any Selling
Shareholder, if, prior to delivery and payment for the International Shares, in
the sole judgment of the Managers, (i) trading in any of the equity securities
of the Company shall have been suspended by the Commission, by the New York
Stock Exchange, or by the Pacific Stock Exchange, (ii) trading in securities
generally on the New York Stock Exchange shall have been suspended or limited
or minimum or maximum prices shall have been generally established on such
exchange, or additional material governmental restrictions, not in force on the
date of this Agreement, shall have been imposed upon trading in securities
generally by such exchange or by order of the Commission or any court or other
governmental authority, (iii) a general banking moratorium shall have been
declared by either Federal or New York State authorities, (iv) a moratorium in
foreign exchange trading by major international banks shall have been declared
or (v) any material adverse change in the financial or securities markets in
the United States or Europe or in political, financial or economic conditions
in the United States or Europe or any outbreak or material escalation of
hostilities or declaration by the United States of a national emergency or war
or other calamity or crisis shall have occurred, the effect of any of which is
such as to make it, in the sole judgment of the Managers, impracticable or
inadvisable to market the International Shares on the terms and in the manner
contemplated by the Prospectus.
9. SUBSTITUTION OF UNDERWRITERS. If any one or more of
the International Underwriters shall fail or refuse to purchase any of the
International Shares which it or they have agreed to purchase hereunder, and
the aggregate number of International Shares which such defaulting
International Underwriter or International Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate number of
International Shares, the other International Underwriters shall be obligated,
severally, to purchase the International Shares which such defaulting
International Underwriter or International Underwriters agreed but failed or
refused to purchase, in the proportions which the number of International
Shares which they have respectively agreed to purchase pursuant to Section 1
bears to the aggregate number of International Shares which all such non-
defaulting International Underwriters have so agreed to purchase, or in such
other proportions as the Managers may specify; provided that in no event shall
the maximum number of International Shares which any International Underwriter
has become obligated to purchase pursuant to Section 1 be increased pursuant to
this Section 9 by more than one-ninth of the number of International Shares
agreed to be purchased by
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such U.S. Underwriter without the prior written consent of such International
Underwriter. If any International Underwriter or International Underwriters
shall fail or refuse to purchase any International Shares and the aggregate
number of International Shares which such defaulting International Underwriter
or International Underwriters agreed but failed or refused to purchase exceeds
one-tenth of the aggregate number of the International Shares and arrangements
satisfactory to the Managers, the Company and the Committee for the purchase of
such International Shares are not made within 48 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
International Underwriter, or the Company or any Selling Shareholder for the
purchase or sale of any International Shares under this Agreement. In any such
case either the Managers or the Company and the Committee 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 International Prospectus or in any other documents or arrangements may be
effected. Any action taken pursuant to this Section 9 shall not relieve any
defaulting International Underwriter from liability in respect of any default
of such International Underwriter under this Agreement.
10. INTERNATIONAL DISTRIBUTION. Each International
Underwriter represents and agrees that, except for (x) sales Between the U.S.
Underwriters and the International Underwriters pursuant to Section 1 of the
Agreement Between U.S. and International Underwriters and (y) stabilization
transactions contemplated in Section 3 thereof conducted as part of the
distribution of the Shares, (a) it is not purchasing any of the International
Shares for the account of any United States or Canadian Person and (b) it has
not offered or sold, and will not offer or sell, directly or indirectly, any of
the International Shares or distribute any prospectus relating to the
International Shares in the United States or Canada or to any United States or
Canadian Person, and any dealer to whom it may sell any of the International
Shares will represent that it is not purchasing any of the International Shares
for the account of any United States or Canadian Person and will agree that it
will not offer or resell such International Shares directly or indirectly in
the United States or Canada or to any United States or Canadian Person or to
any other dealer who does not so represent and agree.
11. MISCELLANEOUS. Notice given pursuant to any of the
provisions of this Agreement shall be in writing and, unless otherwise
specified, shall be mailed or delivered (a) if to the Company, at the office of
the Company, 1000
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▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Esq., (b) if to any Selling Shareholder, _______________________,
or (c) if to the International Underwriters, to the Managers at the offices of
PaineWebber International (U.K.) Ltd., ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, Attention: Corporate Finance Department. Any such notice shall be
effective only upon receipt. Any notice under Section 8 or 9 may be made by
telex or telephone, but if so made shall be subsequently confirmed in writing.
This Agreement has been and is made solely for the benefit of
the several International Underwriters, the Company and the Selling
Shareholders and of the controlling persons, directors and officers referred to
in Section 7, and their respective successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" as used in this Agreement shall not include a
purchaser, as such purchaser, of International Shares from any of the several
International Underwriters.
With respect to any obligation of the Company and the Selling
Shareholders hereunder to make any payment, to indemnify for any liability or
to reimburse for any expense, notwithstanding the fact that such obligation is
a joint and several obligation of the Company and the Selling Shareholders, the
International Underwriters (or any other person to whom such payment,
indemnification or reimbursement is owed) may pursue the Company with respect
thereto prior to pursuing any Selling Shareholder.
Any action required or permitted to be taken by the Managers
under this Agreement may be taken by them jointly or by PaineWebber
International (U.K.) Ltd.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Agreement may be signed in two or more counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
The Company, the Selling Shareholders and the International
Underwriters each hereby irrevocably waive any right they may have to a trial
by jury in respect of any claim
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based upon or arising out of this Agreement or the transactions contemplated
hereby.
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Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Shareholders and the several
International Underwriters.
Very truly yours,
PRIMARK CORPORATION
By: ________________________
Title:
THE SELLING SHAREHOLDERS NAMED
IN SCHEDULE I ATTACHED HERETO
By: The Committee
By: _________________________
Title:
Confirmed as of the date first
above mentioned:
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. ▇▇▇▇▇ & SONS INCORPORATED
▇.▇. ▇▇▇▇▇▇▇ & SONS, INC.
Acting on behalf of themselves and as the Managers
of the other several International Underwriters named
in Schedule II attached hereto
By: PAINEWEBBER INTERNATIONAL (U.K.) LTD.
By: __________________________________
Title:
By: ALEX. ▇▇▇▇▇ & SONS INCORPORATED
By: __________________________________
Title:
By: ▇.▇. ▇▇▇▇▇▇▇ & SONS, INC.
By: __________________________________
Title:
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16
SCHEDULE I
SELLING SHAREHOLDERS
Total
Name of Number of U.S.
Selling Firm Shares
Shareholder to be Sold
----------- --------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 32,400
▇▇▇▇ ▇. ▇▇▇▇ 13,280
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 3,800
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 6,040
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2,080
------------
Total............................ 57,600
============
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17
SCHEDULE II
U.S. UNDERWRITERS
Number of U.S.
Name of Firm Shares
U.S. Underwriters to be Purchased
----------------- -------------------
PaineWebber International (U.K.) Ltd.
Alex. ▇▇▇▇▇ & Sons Incorporated
▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc.
---------------
Total............................ 757,600
===============
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18
EXHIBIT A
PRIMARK CORPORATION
_____________________
INTERNATIONAL PRICE DETERMINATION AGREEMENT
-------------------------------------------
__________ __, 1995
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. ▇▇▇▇▇ & SONS INCORPORATED
▇.▇. ▇▇▇▇▇▇▇ & SONS, INC.
As Managers of the several International Underwriters
c/o PaineWebber International (U.K.) Ltd.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Dear Sirs:
Reference is made to the International Underwriting Agreement,
dated __________ __, 1995 (the "International Underwriting Agreement"), among
Primark Corporation, a Michigan corporation (the "Company"), the Selling
Shareholders named in Schedule I thereto or hereto (the "Selling
Shareholders"), and the several International Underwriters named in Schedule II
thereto or hereto (the "International Underwriters"), for whom PaineWebber
International (U.K.) Ltd., Alex. ▇▇▇▇▇ & Sons Incorporated, and ▇.▇. ▇▇▇▇▇▇▇ &
Sons, Inc. are acting as managers (the "Managers"). The International
Underwriting Agreement provides for the purchase by the International
Underwriters from the Company and the Selling Shareholders, subject to the
terms and conditions set forth therein, of an aggregate of 757,600 shares (the
"International Shares") of the Company's Common Stock, without par value. This
Agreement is the International Price Determination Agreement referred to in the
International Underwriting Agreement.
Pursuant to Section 1 of the International Underwriting
Agreement, the undersigned agree with the Managers as follows:
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19
1. The initial public offering price per share for the
International Shares shall be $_______.
2. The purchase price per share for the International
Shares to be paid by the several International Underwriters shall be
$_______ representing an amount equal to the initial public offering
price set forth above, less $______ per share.
The Company represents and warrants to each of the
International Underwriters that the representations and warranties of the
Company incorporated by reference in Section 3 of the International
Underwriting Agreement are accurate as though expressly made at and as of the
date hereof.
The Selling Shareholders represent and warrant to each of the
International Underwriters that the representations and warranties of the
Selling Shareholders incorporated by reference in Section 4 of the
International Underwriting Agreement are accurate as though expressly made at
and as of the date hereof.
As contemplated by the International Underwriting Agreement,
attached as Schedule II is a completed list of the several International
Underwriters, which shall be a part of this Agreement and the International
Underwriting Agreement.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
If the foregoing is in accordance with your understanding of
the agreement among the International Underwriters, the Company and the Selling
Shareholders, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts and together with the
International Underwriting Agreement shall be a binding agreement among the
International Underwriters, the Company and the Selling Shareholders in
accordance with its terms and the terms of the International Underwriting
Agreement.
* * *
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20
Very truly yours,
PRIMARK CORPORATION
By:_________________________
Title:
THE SELLING SHAREHOLDERS NAMED IN
SCHEDULE I ATTACHED TO THE
INTERNATIONAL UNDERWRITING AGREEMENT
By: The Committee
By:______________________
Confirmed as of the date
first above mentioned:
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. ▇▇▇▇▇ & SONS INCORPORATED
▇.▇. ▇▇▇▇▇▇▇ & SONS, INC.
Acting on behalf of themselves and as the Managers of the other several
International Underwriters named in Schedule II attached to the
International Underwriting Agreement
By: PAINEWEBBER INTERNATIONAL (U.K.) LTD.
By: ________________________
Title:
By: ALEX. ▇▇▇▇▇ & SONS INCORPORATED
By: ________________________
Title:
By: ▇.▇. ▇▇▇▇▇▇▇ & SONS, INC.
By: ________________________
Title:
A-3