-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PnoEcXz7T1pqwpQWg2Ub496YfhOpbabtNl4evdk3uviVmG+IhaybZA/+FM+O6vmx NnaPCmw4Urw07B0OwVXLog== 0000950130-95-001061.txt : 19950601 0000950130-95-001061.hdr.sgml : 19950601 ACCESSION NUMBER: 0000950130-95-001061 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19950531 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL CORP /NY/ CENTRAL INDEX KEY: 0000060357 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 131718360 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59725 FILM NUMBER: 95543867 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ LORAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 13-1718360 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER I.D. NUMBER) INCORPORATION) 600 THIRD AVENUE NEW YORK, NEW YORK 10016 (212) 697-1105 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) MICHAEL B. TARGOFF SENIOR VICE PRESIDENT AND SECRETARY LORAL CORPORATION 600 THIRD AVENUE NEW YORK, NEW YORK 10016 (212) 697-1105 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: BRUCE R. KRAUS, ESQ. ROBERT ROSENMAN, ESQ. WILLKIE FARR & GALLAGHER CRAVATH, SWAINE & MOORE ONE CITICORP CENTER 825 EIGHTH AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10019 (212) 821-8000 (212) 474-1000 (COUNSEL FOR THE REGISTRANT) (COUNSEL FOR THE UNDERWRITERS) ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box: [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [X] ------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE - -------------------------------------------------------------------------------- Common Stock, $.25 par value.................... 3,314,960 $46.4375 $153,938,455 $53,083
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) based upon the average of the high and low sales price as reported on the New York Stock Exchange Composite Tape on May 25, 1995. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This registration statement contains two forms of prospectus: one to be used in connection with an offering in the United States and Canada (the "U.S. Prospectus") and the other to be used in connection with a concurrent international offering (the "International Prospectus"). The U.S. Prospectus and the International Prospectus are identical except that they contain different front and back cover pages. The form of the U.S. Prospectus is included herein and is followed by those pages to be used in the International Prospectus which differ from those in the U.S. Prospectus. Each of the pages of the International Prospectus included herein is labeled "Alternate Page for International Prospectus." Final forms of such prospectuses will be filed with the Securities and Exchange Commission pursuant to Rule 424(b). ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED MAY 31, 1995 PROSPECTUS 3,314,960 SHARES [LORAL CORPORATION LOGO] COMMON STOCK ------------- All of the 3,314,960 shares of Common Stock, $0.25 par value (the "Common Stock"), of Loral Corporation ("Loral" or the "Company") offered hereby are offered by the Selling Stockholders (as defined herein). Of such shares, 2,654,960 shares are being offered initially in the United States and Canada by the U.S. Underwriter (as defined herein) (the "United States Offering") and 660,000 shares are being offered concurrently outside the United States and Canada by the International Manager (as defined herein) (the "International Offering"). Such offerings are referred to collectively as the "Offerings." The offering price and underwriting discounts and commissions for the United States Offering and the International Offering will be identical. The Company will not receive any of the proceeds from the sale of the shares offered hereby. See "Selling Stockholders" and "Underwriting." The Common Stock is listed on the New York Stock Exchange ("NYSE") under the symbol "LOR." On June , 1995, the closing price of the Common Stock on the NYSE Composite Tape was $ per share. ------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Underwriting Price to Discounts and Proceeds to Public Commissions(1) Selling Stockholders - -------------------------------------------------------------------------------- Per Share......................... $ $ $ - -------------------------------------------------------------------------------- Total............................. $ $ $
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) The Company and the Selling Stockholders have agreed to indemnify the U.S. Underwriter and the International Manager against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." ------------- The shares of Common Stock offered by this Prospectus are offered by the U.S. Underwriter subject to prior sale, to withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the U.S. Underwriter and to certain further conditions. It is expected that delivery of the certificates for the shares will be made at the offices of Lehman Brothers Inc. in New York, New York, on or about June , 1995. ------------- LEHMAN BROTHERS June , 1995 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Such reports, proxy statements and other information filed by the Company with the SEC can be inspected and copied at public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common Stock is listed on the NYSE. Reports, proxy statements and other information concerning the Company can be inspected and copied at the NYSE. This Prospectus constitutes a part of a registration statement on Form S-3 (herein, together with all exhibits thereto, referred to as the "Registration Statement") filed by the Company with the SEC under the Securities Act of 1933 (the "Securities Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the securities offered hereby. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents, each of which was previously filed by the Company with the SEC pursuant to the Exchange Act, are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995; (b) the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders; and (c) the Company's Current Report on Form 8-K, filed on May 22, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a Prospectus is delivered upon written or oral request of such person, a copy of any documents incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Requests for such copies should be directed to Loral Corporation, Attention: Secretary, 600 Third Avenue, New York, New York 10016, telephone: (212) 697-1105. 2 THE COMPANY Loral is a leading supplier of advanced electronic systems, components and services to U.S. and foreign governments for defense and non-defense applications. The Company's principal business areas are: electronic combat; training and simulation; tactical weapons; command, control, communications and intelligence (C/3/I)/reconnaissance; systems integration; and telecommunications and space systems. The Company has achieved an incumbent position on a wide range of existing programs through internal growth and development and a series of acquisitions focused on its core technologies. Loral's business strategy is to emphasize upgrades of existing weapons systems, concentrate on further developing its core of advanced technologies, generate an increasing proportion of its sales from foreign customers and selectively extend the Company's proprietary technologies into non-military applications, such as systems integration, satellite-based telecommunications, air traffic control, postal systems automation, medical and dental imaging systems, data archiving and information systems and services. On May 5, 1995, Loral acquired the Defense Systems operations of Unisys Corporation. Unisys Defense Systems is a leading systems integrator and supplier of advanced information technology products and services to defense and other government agencies worldwide. See the Company's Current Report on Form 8-K, filed on May 22, 1995, for further information. Loral was incorporated in the State of New York in 1948. Its principal executive offices are located at 600 Third Avenue, New York, New York 10016, and its telephone number is (212) 697-1105. Unless the context otherwise indicates, the terms "Company" and "Loral" refer to Loral and its consolidated subsidiaries. 3 SELECTED FINANCIAL DATA The selected financial data should be read in conjunction with the related Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995.
1995 1994(A) 1993(B) 1992 1991(C) --------- ------------------------------ ----------- (IN MILLIONS, EXCEPT PER SHARE AND RATIO AMOUNTS) OPERATING DATA: Sales....................... $ 5,484.4 $ 4,008.7 $ 3,335.4 $ 2,881.8 $ 2,126.8 Operating income............ 564.5 401.4 296.3 292.2 215.5 Income before extraordinary item and cumulative effect of changes in accounting... 288.4 228.3 159.1 121.8 90.4 Net income (loss)........... 288.4 228.3 (92.1) 121.8 90.4 Earnings per share (prima- ry): Income before extraordi- nary item and cumulative effect of changes in ac- counting................. 3.38 2.72 2.06 2.00 1.78 Net income (loss)......... 3.38 2.72 (1.20) 2.00 1.78 BALANCE SHEET DATA: Total assets................ $ 4,810.3 $ 5,176.2 $ 3,228.1 $ 2,685.5 $ 2,532.2 Working capital............. 536.6 554.4 610.5 630.0 457.7 Total debt.................. 1,316.5 1,798.0 534.0 577.4 821.2 Shareholders' equity........ 1,687.5 1,381.3 1,187.9 997.3 672.0 Book value per common share. 19.86 16.60 14.44 15.72 13.14 CASH FLOW DATA: Cash dividends paid per com- mon share.................. $ .59 $ .545 $ .495 $ .47 $ .43 Depreciation and amortiza- tion....................... 250.1 178.2 154.0 128.6 104.6 Capital expenditures, net... 85.3 96.5 89.0 74.1 86.1 RATIO OF EARNINGS TO FIXED CHARGES.................... 4.58x 6.52x 4.79x 4.22x 3.30x
- -------- (a) Reflects the acquisition of Federal Systems Company effective January 1, 1994. (b) Reflects (i) the acquisition of the missile business of LTV Aerospace and Defense Company effective August 31, 1992 and (ii) the acquisition of the minority partners' equity interest in Loral Aerospace Holdings, Inc. ("LAH"), effective June 1, 1992, through the issuance of 12,313,810 shares of the Company's common stock and 627.3 shares of Series S Preferred Stock of LAH. Effective April 1, 1992, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" ("SFAS 106") and Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Prior years' results have not been restated to reflect these accounting changes. Net income (loss) includes (i) a non-operating extraordinary charge (loss on extinguishment of debt) of $28.2 million pre-tax, $17.8 million after-tax, or $.23 per share and (ii) a non-recurring charge of $330.5 million pre-tax, $233.4 million after-tax, or $3.03 per share, for the cumulative effect of the accounting change for SFAS 106. (c) Reflects the acquisition of Ford Aerospace Corporation effective October 1, 1990. 4 SELLING STOCKHOLDERS The Selling Stockholders are Lehman Brothers Merchant Banking Portfolio Partnership L.P., a Delaware limited partnership (the "Merchant Banking Partnership"), Lehman Brothers Capital Partners II, L.P., a Delaware limited partnership ("Capital Partners"), Lehman Brothers Offshore Investment Partnership L.P., a Bermuda limited partnership (the "Offshore Partnership"), and Lehman Brothers Offshore Investment Partnership-Japan L.P., a Bermuda limited partnership (the "Japan Partnership," and, together with the Merchant Banking Partnership, Capital Partners and the Offshore Partnership, the "Selling Stockholders" or the "Lehman Partnerships"). Certain indirect wholly owned subsidiaries of Lehman Brothers Holdings Inc. ("Holdings") constitute the general partners of each of the Lehman Partnerships and, consequently, Holdings may be deemed for certain purposes to be the beneficial owner of the shares of Common Stock being sold by the Lehman Partnerships. The following table sets forth information with respect to the shares of Common Stock owned by the Lehman Partnerships, all of which are being sold.
SHARES OWNED BEFORE THE OFFERING ----------------------- % OF CLASS (AS OF MAY 1, NAME NUMBER 1995)(a) ---- --------- ------------- Merchant Banking Partnership......................... 1,610,277 1.89% Capital Partners..................................... 1,094,018 1.28 Offshore Partnership................................. 442,459 0.52 Japan Partnership.................................... 168,206 0.20 --------- ---- Total.............................................. 3,314,960 3.89% ========= ====
- -------- (a) On May 1, 1995, 85,162,768 shares of Common Stock were outstanding. In 1990, in connection with the acquisition of Ford Aerospace Corporation by Loral Aerospace Holdings Inc. ("LAH"), the Lehman Partnerships invested $147.5 million in the equity of LAH, and, in 1992, the Lehman Partnerships exchanged a portion of such equity interest in LAH for 12,314,960 shares of Loral Common Stock (including 1,150 shares issued to the Lehman Partnerships in payment of expenses related to the exchange transaction). In June 1993, the Lehman Partnerships sold 6,000,000 of such shares pursuant to an underwritten public offering at a price of $26.875 per share, and, on June 23, 1994, the Lehman Partnerships sold 3,000,000 of such shares to the Loral Corporation Master Pension Trust at a price of $36.00 per share. The shares of Common Stock being offered hereby represent all of the Lehman Partnerships' remaining shares of Loral Common Stock. See "Underwriting." (All share numbers and price-per-share amounts of Loral Common Stock in this paragraph have been adjusted to reflect the Company's two-for-one stock split in October 1993.) In addition, in connection with the exchange of their equity interest in LAH in 1992, the Lehman Partnerships received 627.30 shares of Series S Preferred Stock of LAH, representing an indirect beneficial interest in LAH's 51%-owned affiliate, Space Systems/Loral, Inc. ("SS/L"). Each share of Series S Preferred Stock represents a beneficial interest in one share of common stock of SS/L. In December 1992, the Lehman Partnerships purchased an additional 104.55 shares of Series S Preferred Stock, bringing their indirect beneficial interest in SS/L to 18.3% of SS/L's common stock. If the Lehman Partnerships continue to hold Series S Preferred Stock after January 1, 1998, or after a change in control of Loral, they will have the right to request that the Company purchase their Series S Preferred Stock at an appraised fair market value ("Appraised Value"). In such event, the Company may elect to purchase such Series S Preferred Stock at Appraised Value, or, if the Company elects not to purchase the stock, the Lehman Partnerships may require the combined interests of the Company and the Lehman Partnerships in SS/L to be sold to a third party. The Lehman Partnerships also have an aggregate equity interest of approximately 48% in K&F Industries, Inc., a corporation of which Bernard L. Schwartz, Chairman of the Board of Directors and Chief Executive Officer of the Company, is a 27% stockholder and Loral is a 22.5% stockholder, which acquired the Company's Aircraft Braking Systems and Engineered Fabrics divisions in 1989. 5 USE OF PROCEEDS The Shares of Common Stock offered hereby will be sold on behalf of the Selling Stockholders named herein. The Company will not receive any of the proceeds of the Offering. UNDERWRITING Under the terms of and subject to the conditions contained in the U.S. Underwriting Agreement, the form of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part, Lehman Brothers Inc. (the "U.S. Underwriter") has agreed to purchase from the Selling Stockholders, and the Selling Stockholders have agreed, severally but not jointly, to sell to the U.S. Underwriter 2,654,960 shares of Common Stock. Under the terms of and subject to the conditions contained in the International Underwriting Agreement, the form of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part, Lehman Brothers International (Europe) (the "International Manager") has agreed to purchase from the Selling Stockholders, and the Selling Stockholders have agreed, severally but not jointly, to sell to the International Manager 660,000 shares of Common Stock. The U.S. Underwriting Agreement and the International Underwriting Agreement (collectively, the "Underwriting Agreements") provide that the obligations of the U.S. Underwriter and the International Manager to pay for and accept delivery of the shares of Common Stock offered pursuant to the Offerings are subject to certain conditions contained therein, and that, if any of the foregoing shares of Common Stock are purchased by the U.S. Underwriter pursuant to the U.S. Underwriting Agreement or by the International Manager pursuant to the International Underwriting Agreement, all the shares of Common Stock agreed to be purchased by either the U.S. Underwriter or the International Manager, as the case may be, pursuant to their respective Underwriting Agreements, must be so purchased. The closing under the International Underwriting Agreement is a condition to the closing under the U.S. Underwriting Agreement, and the closing under the U.S. Underwriting Agreement is a condition to the closing under the International Underwriting Agreement. The offering price and underwriting discounts and commissions for each of the Offerings are identical. The Company and the Selling Stockholders have been advised that the U.S. Underwriter and the International Manager propose to offer part of the shares of Common Stock to the public at the public offering price set forth on the cover page of this Prospectus and part to certain dealers at such public offering price less a concession not in excess of $ per share. The U.S. Underwriter and the International Manager may allow and such dealers may reallow a concession not in excess of $ per share to certain other brokers or dealers. After the initial offering to the public, the offering price and other selling terms may be changed by the U.S. Underwriter and the International Manager. The U.S. Underwriter and the International Manager have entered into an Agreement Between U.S. Underwriter and International Manager (the "Agreement Among"), pursuant to which the U.S. Underwriter has agreed that, as part of the distribution of the shares of Common Stock offered in the United States and Canada, (i) it is not purchasing any such shares for the account of anyone other than a U.S. or Canadian Person (as defined below) and (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any of such shares or distribute any prospectus relating to such shares to anyone other than a U.S. or Canadian Person. In addition, pursuant to the Agreement Among, the International Manager has agreed that, as part of the distribution of the shares of Common Stock offered in the International Offering, (i) it is not purchasing any such shares for the account of a U.S. or Canadian Person and (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any of such shares or distribute any prospectus relating to such shares to any U.S. or Canadian Person. The International Manager has also agreed that it will offer to sell shares only in compliance with all relevant requirements of any applicable laws. 6 The foregoing limitations do not apply to stabilization transactions or to certain other transactions specified in the Underwriting Agreements and the Agreement Among, including (i) certain purchases and sales between the U.S. Underwriter and the International Manager; (ii) certain offers, sales, resales, deliveries or distributions to or through investment advisors or other persons exercising investment discretion; and (iii) other transactions specifically approved by the U.S. Underwriter and the International Manager. As used herein, "U.S. or Canadian Person" means any resident or citizen of the United States or Canada, any corporation, partnership or other entity created or organized in or under the laws of the United States or Canada or any political subdivision thereof or any estate or trust the income of which is subject to United States federal income taxation or Canadian income taxation regardless of the source (other than the foreign branch of any U.S. or Canadian Person), and includes any United States or Canadian branch of a person other than a U.S. or Canadian Person. The term "United States" means the United States of America (including the states thereof and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction, and the term "Canada" means Canada, its provinces, territories, possessions and other areas subject to its jurisdiction. Pursuant to the Agreement Among, sales may be made between the U.S. Underwriter and the International Manager of such number of shares of Common Stock as may be mutually agreed upon. The price of any shares sold shall be the public offering price then in effect for Common Stock being sold by the U.S. Underwriter and the International Manager, less the selling concession unless otherwise determined by mutual agreement. To the extent that there are sales between the U.S. Underwriter and the International Manager pursuant to the Agreement Among, the number of shares initially available for sale by the U.S. Underwriter or by the International Manager may be more or less than the account appearing on the cover page of this Prospectus. This prospectus is not, and under no circumstances is to be construed as, an advertisement or a public offering of the Common Stock in Canada or any province or territory thereof. Any offer or sale of the shares of Common Stock in Canada may only be made pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which such offer or sale is made. The International Manager has represented and agreed that: (i) it has not offered or sold, and will not offer or sell, in the United Kingdom, by means of any document, any shares of Common Stock other than to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent (except under circumstances which do not constitute an offer to the public within the meaning of the Companies Act 1985); (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Common Stock in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on, and will only issue or pass on, to any person in the United Kingdom, any document received by it in connection with the issue of the Common Stock if that person is of a kind described in Article 9(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1988 (as amended). No action has been taken or will be taken in any jurisdiction by the Company, the Selling Stockholders or the International Manager that would permit a public offering of the shares offered pursuant to the Offerings in any jurisdiction where action for that purpose is required, other than the United States. Persons into whose possession this Prospectus comes are required by the Company and the International Manager to inform themselves about and to observe any restrictions as to the offering of the shares offered pursuant to the Offerings and the distribution of this Prospectus. Purchasers of the shares of Common Stock offered hereby may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the offering price set forth on the cover page hereof. The Company and the Selling Stockholders have agreed to indemnify the U.S. Underwriter and International Manager against certain liabilities, including liabilities under the Securities Act, and to 7 contribute to payments that the U.S. Underwriter or the International Manager may be required to make in respect thereof. The Lehman Partnerships are affiliates of Lehman Brothers Inc. and Lehman Brothers International (Europe), the underwriters in the Offerings. Certain affiliates of Lehman Brothers Inc. and Lehman Brothers International (Europe) may be deemed for certain purposes to be beneficial owners of the shares of Common Stock held by the Lehman Partnerships (which own the Loral Common Stock offered hereby) and will receive a portion of the proceeds of the Offerings. From time to time, Lehman Brothers Inc. has provided investment banking, underwriting, financial advisory and other services to the Company and its affiliates (including Globalstar Telecommunications Limited for which Lehman Brothers Inc. has acted as underwriter and acts as a market maker) and to the Selling Stockholders, for which services Lehman Brothers Inc. has received customary indemnification rights, underwriting discounts and fees. LEGAL OPINIONS Certain matters relating to the Common Stock will be passed upon for the Company by Willkie Farr & Gallagher, New York, New York, for the Merchant Banking Partnership and Capital Partners by Steven Berkenfeld, Senior Vice President and Associate General Counsel, Lehman Brothers Inc. and for the Offshore Partnership and the Japan Partnership by Conyers Dill & Pearman, Hamilton, Bermuda. Certain legal matters will be passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York. Mr. Robert B. Hodes, a Director and member of the Company's Executive, Audit and Government Compliance and Compensation and Stock Option Committees, is a partner in the law firm of Willkie Farr & Gallagher. As of May 31, 1995, Mr. Hodes owned in the aggregate 4,400 shares of Common Stock (including 400 shares, of which he disclaims beneficial ownership, owned by a minor child) and options to purchase 10,000 shares of Common Stock. EXPERTS The consolidated balance sheets of the Company as of March 31, 1995 and 1994 and related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended March 31, 1995 are incorporated by reference herein in reliance on the report of Coopers & Lybrand L.L.P., independent auditors, given on the authority of said firm as experts in accounting and auditing. The combined balance sheets of Unisys Defense Systems (a unit of Unisys Corporation) as of December 31, 1994 and 1993 and the related combined statements of income and cash flows for each of the two years in the period ended December 31, 1994 included in Loral Corporation's Form 8-K filed on May 22, 1995 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such combined financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 8 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN- FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE U.S. UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURI- TIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITA- TION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------- TABLE OF CONTENTS
Page ---- Available Information...................................................... 2 Incorporation of Certain Information By Reference.......................... 2 The Company................................................................ 3 Selected Financial Data.................................................... 4 Selling Stockholders....................................................... 5 Use of Proceeds............................................................ 6 Underwriting............................................................... 6 Legal Opinions............................................................. 8 Experts.................................................................... 8
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 3,314,960 SHARES [LORAL CORPORATION LOGO] COMMON STOCK ------------------- PROSPECTUS June , 1995 ------------------- LEHMAN BROTHERS - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED MAY 31, 1995 PROSPECTUS 3,314,960 SHARES [LORAL CORPORATION LOGO] COMMON STOCK ------------- All of the 3,314,960 shares of Common Stock, $0.25 par value (the "Common Stock"), of Loral Corporation ("Loral" or the "Company") offered hereby are offered by the Selling Stockholders (as defined herein). Of such shares, 660,000 shares are being offered initially outside the United States and Canada by the International Manager (as defined herein) (the "International Offering") and 2,654,960 shares are being offered concurrently in the United States and Canada by the U.S. Underwriter (as defined herein) (the "U.S. Offering"). Such offerings are referred to collectively as the "Offerings." The offering price and underwriting discounts and commissions for the International Offering and the United States Offering will be identical. The Company will not receive any of the proceeds from the sale of the shares offered hereby. See "Selling Stockholders" and "Underwriting." The Common Stock is listed on the New York Stock Exchange ("NYSE") under the symbol "LOR." On June , 1995, the closing price of the Common Stock on the NYSE Composite Tape was $ per share. ------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Underwriting Price to Discounts and Proceeds to Public Commissions(1) Selling Stockholders - -------------------------------------------------------------------------------- Per Share......................... $ $ $ - -------------------------------------------------------------------------------- Total............................. $ $ $
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) The Company and the Selling Stockholders have agreed to indemnify the International Manager and the U.S. Underwriter against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." ------------- The shares of Common Stock offered by this Prospectus are offered by the International Manager subject to prior sale, to withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the International Manager and to certain further conditions. It is expected that delivery of the certificates for the shares will be made at the offices of Lehman Brothers Inc. in New York, New York, on or about June , 1995. ------------- LEHMAN BROTHERS June , 1995 [ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR- MATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE INTERNA- TIONAL MANAGER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SO- LICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ----------------- TABLE OF CONTENTS
Page ---- Available Information...................................................... 2 Incorporation of Certain Information By Reference.......................... 2 The Company................................................................ 3 Selected Financial Data.................................................... 4 Selling Stockholders....................................................... 5 Use of Proceeds............................................................ 6 Underwriting............................................................... 6 Legal Opinions............................................................. 8 Experts.................................................................... 8
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3,314,960 SHARES [LORAL CORPORATION LOGO] COMMON STOCK ----------------- PROSPECTUS June , 1995 ----------------- LEHMAN BROTHERS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the estimated expenses of the Company in connection with the issuance and distribution of the securities being registered, other than underwriting compensation: Securities and Exchange Commission registration fee............. $ 53,083 Printing Registration Statement, Prospectuses and related docu- ments.......................................................... 25,000 Accounting fees and expenses.................................... 5,000 Legal fees and expenses......................................... 45,000 Blue Sky fees and expenses...................................... 10,000 Miscellaneous................................................... 2,500 -------- Total......................................................... $140,583 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 721-726 of the New York Business Corporation Law contain non- exclusive provisions for indemnification of officers and directors of a corporation under certain specified conditions, including in part: (a) indemnification against judgments, fines, amounts paid in settlement of, and reasonable expenses incurred as a result of, an action or proceeding, whether civil or criminal, threatened or brought against such person (other than by one bringing an action by or in the right of the corporation, but including an action by or in the right of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person served in any capacity at the request of the corporation) if such person acted in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful; (b) indemnification against amounts paid in settlement and reasonable expenses incurred by such person in connection with the defense or settlement of an action by or in the right of the corporation if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court, or if no action was brought, a court of competent jurisdiction, determines the person is fairly and reasonably entitled to indemnity; and (c) notwithstanding the failure of a corporation to provide indemnification, indemnification pursuant to court order. Article Ninth of the Company's Restated Certificate of Incorporation provides that any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Company or of any corporation for which he served as such at the request of the Company, shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled apart from the indemnification provisions of said Article Ninth. Any amount payable by way of indemnity, whether the action, suit or proceeding reaches final judgment, or is settled with court approval before final judgment, shall be determined and paid in accordance with the then applicable provisions of the statutes of the State of New York, provided, II-1 however, that if such amount is paid other than pursuant to court order or action by stockholders, the Company shall within eighteen months from the date of such payment mail to its stockholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amount of the payments and the final disposition of the litigation. The By-laws of the Company may enter into such contracts of indemnification as may be authorized from time to time by the Board of Directors. The Board of Directors has authorized, and the Company has entered into, an Indemnity Agreement with each of the Company's directors and executive officers. The Indemnity Agreements provide that the Company will pay on behalf of the indemnitees any amount which he is or becomes legally obligated to pay as a result of any claim or claims threatened or made against him as a result of any act or omission or neglect or breach of duty he commits or suffers while acting in his capacity as a director or officer of the Company, including any damages, judgments, settlements and costs, reasonable costs of investigation and reasonable costs of defense of legal actions, claims or proceedings and appeals therefrom, and costs of attachment or similar bonds. The Company has purchased insurance from the Reliance Insurance Company, insuring the Company against obligations it might incur as a result of its indemnification of its officers and directors for certain liabilities they might incur, and insuring such officers and directors for additional liabilities against which they might not be indemnified by the Company. The insurance expires on April 1, 1996, and costs $306,000 per annum. Reference is made to Section 9 of each of the U.S. Underwriting Agreement and the International Underwriting Agreement, copies of which are filed as Exhibit 1.1 and Exhibit 1.2., respectively, to the Registration Statement. ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT ------- ----------------------- 1.1 Form of proposed U.S. Underwriting Agreement. 1.2 Form of proposed International Underwriting Agreement. 3.1 Registrant's Restated Certificate of Incorporation. 3.2 Registrant's By-laws (incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year ended March 31, 1994, Exhibit 3.2). 5 Opinion of Willkie Farr & Gallagher. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5 hereto). 24 Powers of Attorney.
ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement II-2 relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES PURSUANT TO THE REQUIREMENT OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE 30TH DAY OF MAY, 1995. Loral Corporation /s/ Michael B. Targoff By: _________________________________ Title: Senior Vice President and Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON THE 30TH DAY OF MAY, 1995 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED. SIGNATURES TITLE * Chairman of the Board, - ------------------------------------- Chief Executive Officer and Director BERNARD L. SCHWARTZ * President, Chief Operating Officer and - ------------------------------------- Director FRANK C. LANZA /s/ Michael P. DeBlasio Principal Financial Officer - ------------------------------------- MICHAEL P. DEBLASIO /s/ Robert V. LaPenta Principal Accounting Officer - ------------------------------------- ROBERT V. LAPENTA * Director - ------------------------------------- HOWARD GITTIS * Director - ------------------------------------- ROBERT B. HODES * Director - ------------------------------------- GERSHON KEKST * Director - ------------------------------------- CHARLES LAZARUS II-4 Director - ------------------------------------- MALVIN A. RUDERMAN Director - ------------------------------------- E. DONALD SHAPIRO * Director - ------------------------------------- ALLEN M. SHINN * Director - ------------------------------------- THOMAS J. STANTON, JR. * Director - ------------------------------------- DANIEL YANKELOVICH /s/ Michael B. Targoff *By: ________________________________ MICHAEL B. TARGOFF ATTORNEY-IN-FACT II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE ------- ----------------------- ---- 1.1 Form of proposed U.S. Underwriting Agreement. 1.2 Form of proposed International Underwriting Agreement. 3.1 Registrant's Restated Certificate of Incorporation. 3.2 Registrant's By-laws (incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year ended March 31, 1994, Exhibit 3.2). 5 Opinion of Willkie Farr & Gallagher. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5 hereto). 24 Powers of Attorney.
EX-1.1 2 U.S. UNDERWRITING AGREEMENT EXHIBIT 1.1 [Draft--5/30/95] 2,654,960 Shares LORAL CORPORATION Common Stock U.S. Underwriting Agreement --------------------------- June , 1995 LEHMAN BROTHERS INC. 3 World Financial Center New York, New York 10285 Dear Sirs: Each of the entities named in Schedule I hereto (the "Selling Stockholders") proposes to sell to the several U.S. Underwriters named in Schedule II hereto (the "U.S. Underwriters") the number of shares of Common Stock, $.25 par value (the "Common Stock"), of Loral Corporation, a New York corporation (the "Company"), set forth opposite its name in Schedule I, representing an aggregate of 2,654,960 shares (the "Shares"). If the firms listed in Schedule II hereto include only you, then the terms "U.S. Underwriters" and "Representative", as used herein, shall each be deemed to refer to such firm. It is understood that the Company and the Selling Stockholders are concurrently entering into an International Underwriting Agreement dated the date hereof (the "International Underwriting Agreement"), providing for the sale by the Selling Stockholders of 660,000 shares of Common Stock through arrangements with certain underwriters outside the United States (the "International Managers"). If the firms listed in Schedule II to the International Underwriting Agreement include only the Lead Managers, then the terms "International Managers" and "Lead Managers, as used herein, shall each be deemed to refer to such firms. All shares of Common Stock to be offered by the International Managers pursuant to the International Underwriting Agreement are herein called the "International Shares"; the International Shares and the Shares, collectively, are herein called the "Shares". As specified in Section 4, the respective closings under this Agreement 2 and the International Underwriting Agreement are hereby expressly made conditional on one another. The Company and the Selling Stockholders also understand that the U.S. Underwriters and the International Managers have entered into an agreement (the "Agreement Between U.S. Underwriters and International Managers") contemplating the coordination of certain transactions between the U.S. Underwriters and the International Managers and that, pursuant thereto and subject to the conditions set forth therein, the U.S. Underwriters may purchase from the International Managers a portion of the International Shares or sell to the International Managers a portion of the Shares. The Company and the Selling Stockholders understand that any such purchases and sales between the U.S. Underwriters and the International Managers shall be governed by the Agreement Between U.S. Underwriters and International Managers and shall not be governed by the terms of this Agreement or the International Underwriting Agreement. This is to confirm the agreement concerning the purchase of the Shares from the Selling Stockholders by the U.S. Underwriters. The following terms as used in this Agreement shall have the following meanings: "Business Day" shall mean any day on which the New York Stock Exchange ------------ is open for trading. "Effective Date" shall mean the date of the Effective Time. -------------- "Effective Time" shall mean the date and the time as of which the -------------- Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission (or, if the Company will next file with the Commission an amendment to the Registration Statement as contemplated by clause (i) of the first paragraph of Section 1, the date and time as of which the Registration Statement shall be declared effective). "Exchange Act" shall mean the Securities Exchange Act of 1934. ------------ 3 "Execution Time" shall mean the date and time that this Agreement is -------------- executed and delivered by the parties hereto. "International Prospectus" shall mean a Prospectus relating to the ------------------------ International Shares which are to be offered and sold outside the United States to persons other than U.S. Persons. "Preliminary Prospectuses" shall mean each prospectus included in the ------------------------ Registration Statement, or any amendment thereof, before the Effective Date, each prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) and each prospectus included in the Registration Statement at the Effective Time that omits Rule 430A Information. "Prospectuses" shall mean the forms of prospectuses relating to the ------------ Shares, as first filed pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is required, the forms of final prospectuses included in the Registration Statement at the Effective Time. "Registration Statement" shall mean the registration statement ---------------------- referred to above, as amended at the Effective Time, including any documents incorporated by reference and any Rule 430A Information deemed to be included therein at the Effective Time as provided by Rule 430A. "Rule 424" and "Rule 430A" shall refer to such rules under the -------- --------- Securities Act. "Rule 430A Information" shall mean information with respect to the --------------------- Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rules and Regulations" shall mean the rules and regulations in effect --------------------- at any relevant time adopted by the Commission under the Securities Act or the Exchange Act. "Subsidiary" and "Significant Subsidiary" shall have the meanings ---------- ---------------------- assigned in Rule 405 of the Rules and Regulations. As used in reference to the Company, "subsidiary" shall mean a Subsidiary of the Company. ---------- 4 "U.S. Person" shall mean any resident or national of the United ----------- States, any corporation, partnership or other entity created or organized in or under the laws of the United States or any estate or trust the income of which is subject to United States income taxation regardless of the source of its income (other than the foreign branch of any U.S. Person), and includes any United States branch of a person other than a U.S. Person; and "United States" ------------- shall mean the United States of America (including the states thereof and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction. "U.S. Prospectus" shall mean a Prospectus relating to the Shares which --------------- are to be offered and sold in the United States or to U.S. Persons. Reference made herein to any Preliminary Prospectus or to the Prospectuses shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectuses and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectuses shall be deemed to refer to and include any document filed under the Exchange Act after the date of such Preliminary Prospectus or the Prospectuses and incorporated by reference in such Preliminary Prospectus or the Prospectuses. 1. Registration Statement. A registration statement on Form S-3 ----------------------- (File No. 33- ) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the "Securities Act") and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission under the Securities Act. Copies of such registration statement as amended to date have been delivered by the Company to you as the Representatives of the U.S. Underwriters. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, a further amendment to such registration statement, including forms of final prospectuses or (ii) after effectiveness of such registration statement, final prospectuses in accordance with Rules 430A and 424(b)(1) or (4). 5 2. Representations, Warranties and Agreements of the Company. The ---------------------------------------------------------- Company represents, warrants and agrees that: (a) On the Effective Date, the Registration Statement did or will, and when the Prospectuses are first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined in Section 5) the Prospectuses (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. The Company has included in the Registration Statement, as amended at the Effective Date, all information required by the Securities Act and the Rules and Regulations thereunder to be included in the Prospectuses with respect to the Shares and the offering thereof, and the Prospectuses, when filed with the Commission, did or will contain all Rule 430A Information, together with all other such required information, with respect to the Shares and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectuses) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Commission has not issued any stop order preventing or suspending the use of any Preliminary Prospectus or the Prospectuses or the effectiveness of the Registration Statement, and no proceeding for any such purpose has been initiated or threatened by the Commission. (b) On the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Prospectuses did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectuses (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectuses in reliance upon, 6 and in conformity with, written information furnished to the Company by you, or by any U.S. Underwriter through you, specifically for inclusion therein. (c) The documents incorporated by reference in the Prospectuses, when they were filed with the Commission (or upon amendment thereof by other documents included in such incorporated documents), conformed in all material respects to the requirements of the Securities Act or Exchange Act, as applicable, and the Rules and Regulations thereunder, and such documents were timely filed as required thereby and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectuses, when such documents become effective or are filed with Commission will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations thereunder, and will be timely filed as required thereby and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The accountants who certified the consolidated financial statements and supporting schedules included in or incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectuses are independent public accountants as required by the Securities Act and the Rules and Regulations thereunder. (e) The consolidated financial statements and schedules (including the related notes and supporting schedules) included in the Registration Statement, any Preliminary Prospectus or the Prospectuses present (or in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is made, will present) fairly and in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved, the financial condition, results of operations and changes in financial condition of the entities purported to be shown thereby at the dates and for the periods indicated and have been or will be, as the case may be, prepared in accordance with generally accepted 7 accounting principles applied on a consistent basis throughout the periods indicated. (f) The pro forma condensed consolidated financial statements incorporated by reference into the Registration Statement, any Preliminary Prospectuses or the Prospectuses have been prepared in accordance with Article 11 of Regulation S-X of the Rules and Regulations. The Company has no reason to believe that the assumptions upon which such pro forma financial statements are based are inaccurate or inappropriate or that such pro forma financial information was not prepared in conformity with the notes thereto. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectuses, except as otherwise stated therein, (A) there has been no material adverse change, in the condition, financial or otherwise, or in the earnings, assets, affairs or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) there have been no transactions, entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as a whole, and (C) there has been no extraordinary dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (h) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, and has full corporate power and authority to own or hold its properties and to conduct its business as described in the Registration Statement, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification (except where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries considered as a whole, or on the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole). (i) Each subsidiary of the Company listed in Exhibit 21 of the Annual Report on Form 10-K of the Company filed with the Commission under Section 13 of the Exchange 8 Act for the fiscal year ended March 31, 1995 (the "Form 10-K Report") has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, has full corporate power and authority to own, lease and operate its properties and conduct its business and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification (except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company and its subsidiaries considered as a whole, or on earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole); and all the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company directly or through Subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity (except as set forth in the notes to Exhibit 21 of the Form 10-K Report) and no holder of such stock is subject to personal liability by reason by being such holder. (j) Since the end of its most recently completed fiscal year, the Company has filed all documents and amendments to previously filed documents required to be filed by it pursuant to Section 13(a), 13(b), 14 or 15(d) of the Exchange Act. (k) Neither the Company nor any of its subsidiaries is in violation of any term or provision of their respective Certificates of Incorporation or By-laws, in each case as amended, or in default under any agreement, indenture or instrument, the effect of which violation or default would be material to the Company and its subsidiaries taken as a whole; and the execution, delivery and performance of this Agreement and the International Underwriting Agreement have been duly authorized by all necessary corporate action and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to the terms of any agreement, indenture or instrument, or result in a violation of the provisions of the Certificate of Incorporation or the By-laws, in each case as amended, of the Company or any of its 9 subsidiaries (the effect of which conflict, lien, charge, encumbrance, default or violation would be material to the Company and the subsidiaries taken as a whole, or would materially and adversely affect the ability of the Company to perform under this Agreement or the International Underwriting Agreement nor will the performance by the Company of its obligations hereunder violate any law, rule, administrative regulation or decree of any court or governmental agency having jurisdiction over the Company, any of its subsidiaries or their respective properties; and no consent, approval, authorization, order, registration, filing or qualification of or with any court or governmental agency or body is required for the sale of the Shares or the consummation of the other transactions contemplated by this Agreement or the International Underwriting Agreement, except the registration under the Securities Act of the Shares, and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws or as may be required by the laws of any country other than the United States in connection with the purchase and distribution of the Shares by the U.S. Underwriters. (1) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries which is required to be disclosed in the Registration Statement (other than as disclosed therein) or might result in any material adverse change in the condition, financial or otherwise, or in the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole, or which might materially and adversely affect the properties and assets thereof or which might materially and adversely affect the consummation of the transactions contemplated by this Agreement and the International Underwriting Agreement; all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material with respect to the Company and its subsidiaries considered as a whole; and there are no contracts or other documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement or to any document incorporated by reference therein which have not been so filed. 10 (m) The Company and its subsidiaries own or possess such certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies, the absence of which would have a material adverse effect on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of proceeding relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding would materially and adversely affect the conduct of business, operations, financial condition or income of the Company and its subsidiaries considered as a whole. (n) There are no holders of securities of the Company who, by reason of the filing of the Registration Statement or the Preliminary Prospectuses or the Prospectuses under the Securities Act, have the right to request the Company to register under the Securities Act securities held by them, other than rights which have been waived or satisfied. (o) All outstanding shares of Common Stock, including the Shares, have been duly and validly authorized and are validly issued, fully paid and nonassessable. There are no preemptive rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Shares pursuant to the Company's corporate charter, by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which it may be bound; the Common Stock, including the Shares, are listed on the New York Stock Exchange. The capitalization of the Company as of March 31, 1995 is as set forth in the Registration Statement. (p) This Agreement has been duly authorized, executed and delivered by the Company. (q) Neither the Company nor any subsidiary has taken and neither shall take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. 11 (r) The conditions for the use of Form S-3, as set forth in the General Instructions thereto in connection with the offering of the Shares, have been satisfied. 3. Representations, Warranties and Agreements of the Selling --------------------------------------------------------- Stockholders. Each Selling Stockholder represents, warrants and agrees that: - ------------- (a) The Selling Stockholder has, and immediately prior to the Closing Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and marketable title to the Shares to be sold by the Selling Stockholder hereunder and under the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and thereto, good and marketable title to such shares, free and clear of all liens, encumbrances, equities or claims (except such as may be created by the U.S. Underwriters or International Managers), will pass to the several U.S. Underwriters and the International Managers. (b) The Selling Stockholder has full right, power and authority to enter into and perform under this Agreement and the International Underwriting Agreement; the execution, delivery and performance of this Agreement and the International Underwriting Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any charter, partnership agreement, by-laws, standstill agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions, to the knowledge of the Selling Stockholder, result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and no consent, approval, authorization, order, filing or registration of or with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the International Underwriting Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions 12 contemplated herein and therein, except the registration under the Securities Act of the Shares, such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the U.S. Underwriters, and amendments to filings made under the Exchange Act. (c) All written information related to such Selling Stockholder furnished to the Company by the Selling Stockholder specifically for use in the Registration Statement, any Preliminary Prospectuses, the Prospectuses or any amendment or supplement thereto does not, or at the Effective Time will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The Selling Stockholders have not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. 4. Purchase of the Shares by the U.S. Underwriters. Subject to the ------------------------------------------------- terms and conditions and upon the basis of the representations and warranties herein set forth, each of the Selling Stockholders agrees, severally and not jointly, to sell to the U.S. Underwriters the number of Shares set forth opposite such Selling Stockholder's name in Schedule I, and each of the U.S. Underwriters agrees, severally and not jointly, to purchase, at a price of $[ ] per Share, the number of Shares set forth opposite such U.S. Underwriter's name in Schedule II hereto. Each U.S. Underwriter shall be obligated to purchase from each Selling Stockholder that number of the Shares which represents the same proportion of the number of the Shares to be sold by the Selling Stockholders as the number of the Shares set forth opposite the name of such U.S. Underwriter in Schedule II represents of the total number of the Shares to be purchased by all the Underwriters pursuant to this Agreement. The respective purchase obligations of the U.S. Underwriters with respect to the Shares shall be rounded among the U.S. Underwriters to avoid fractional shares. The U.S. Underwriters agree to offer the Shares to the public as set forth in the U.S. Prospectus. Each U.S. Underwriter 13 agrees that, except to the extent permitted by the Agreement Between U.S. Underwriters and International Managers, it will not offer any of the Shares outside the United States. The obligations of the Selling Stockholders to sell any Shares, and the obligations of the U.S. Underwriters to purchase the Shares, are subject to the closing of the sale and purchase of the International Shares pursuant to the International Underwriting Agreement. 5. Delivery of and Payment for Shares. Delivery of certificates for ----------------------------------- the Shares shall be made at the offices of Lehman Brothers Inc., 388 Greenwich Street (Cashier's Window, Main Level), New York, New York 10013 (or such other place as mutually may be agreed upon), at 10:00 A.M., New York City time, on the [third] full Business Day following the date of this Agreement or on such later date as shall be determined by you and the Company (the "Closing Date"). Delivery of certificates for the Shares shall be made by or on behalf of the Selling Stockholders to you, for the respective accounts of the U.S. Underwriters, against payment of the purchase price therefor by certified or official bank check payable in New York Clearing House funds to the order of the relevant Selling Stockholder. The certificates for the Shares shall be registered in such names and denominations as you shall have requested at least two full Business Days prior to the Closing Date, and shall be made available for checking and packaging in New York, New York, or such other location as may be designated by you at least one full Business Day prior to the Closing Date. Time shall be of the essence, and delivery of certificates for the Shares at the time and place specified in this Agreement is a further condition to the obligations of each U.S. Underwriter. 6. Covenants. The Company covenants and agrees with each U.S. ---------- Underwriter that: (a) The Company shall use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendments thereto to become effective. The Company shall advise you promptly of the filing of any amendment to the Registration Statement or any supplement to any Prospectus and, upon notification from the Commission that the Registration Statement or any such amendment has become effective, shall so advise you promptly 14 (in writing, if requested). If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of any Prospectus is otherwise required under Rule 424(b), the Company will cause such Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) in the manner and within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company shall notify you promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus or for additional information; the Company shall prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or the U.S. Prospectus which, in your reasonable opinion, may be necessary or advisable in connection with the distribution of the Shares; and the Company shall not file any amendment or supplement to the Registration Statement or the U.S. Prospectus, or file any document under the Exchange Act before the termination of the offering of the Shares by the U.S. Underwriters if such document would be deemed to be incorporated by reference into the U.S. Prospectus, which filing is not consented to by you after reasonable notice thereof. The Company shall advise you promptly of the issuance by the Commission or any state or other governmental or regulatory body of any stop order or other order suspending the effectiveness of the Registration Statement, suspending or preventing the use of any Preliminary Prospectus or Prospectus or suspending the qualification of the Shares for offering or sale in any jurisdiction, or of the institution of any proceedings for any such purpose; and the Company shall use its best efforts to prevent the issuance of any stop order or other such order and, should a stop order or other such order be issued, to obtain as soon as possible the lifting thereof. (b) The Company shall furnish promptly to the Representative and to counsel for the U.S. Underwriters one signed copy of the Registration Statement as originally filed and each amendment thereto filed with the Commission including all consents and exhibits filed therewith, and shall furnish to the U.S. Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the U.S. Prospectus and all amendments and supplements to any of such documents, and any document incorporated by reference in the Prospectuses, in each case 15 as soon as available and in such quantities as the Representative may from time to time reasonably request; and the Company authorizes the U.S. Underwriters and all dealers to whom any Shares may be offered or sold by the several U.S. Underwriters to use the U.S. Prospectus, and if supplemented or amended then after such date as supplemented or amended, during the period referred to in Section 6(a) in connection with the sale of the Shares in accordance with the applicable provisions of the Securities Act, the Rules and Regulations thereunder and this Agreement. (c) Within the time during which the Prospectuses relating to the Shares are required to be delivered under the Securities Act, the Company shall comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Rules and Regulations so far as is necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof and by the Prospectuses. If during such period any event occurs as a result of which the U.S. Prospectus as then amended or supplemented would include an 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 then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the U.S. Prospectus to comply with the Securities Act or the Exchange Act or the Rules and Regulations or to file any document under the Exchange Act incorporated by reference into the U.S. Prospectus, the Company shall promptly notify you and, subject to the penultimate sentence of paragraph (a) of this Section 6, shall amend the Registration Statement or supplement the U.S. Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission or to effect such compliance. (d) The Company shall take or cause to be taken all reasonable action and furnish to whomever you may direct such information as may be required in qualifying the Shares (and any International Shares that may be sold to the U.S. Underwriters by the International Managers) for sale under the laws of such jurisdictions as you shall designate and to continue such qualifications in effect for as long as may be necessary for the distribution of the Shares (and such International Shares); except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. 16 (e) The Company shall make generally available to its security holders (and shall deliver to the Representative), in the manner contemplated by Rule 158(b) under the Securities Act or otherwise, as soon as practicable but in any event not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the Effective Date occurs, an earnings statement satisfying the requirements of Section 11(a) of the Securities Act and covering a period of at least 12 consecutive months beginning after the Effective Date. (f) The Company shall not, during the 90 days following the date of the Prospectuses, except with the prior written consent of the Representative or otherwise in accordance with this Agreement, offer, sell or contract to sell or otherwise dispose of (or enter into any transaction which is designed to, or could be expected to, result in the disposition by any person of), directly or indirectly, or announce the offering of, any shares of Common Stock, or any options, rights or warrants with respect to shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock (except for the issuance of shares of Common Stock pursuant to employee benefit plans or existing options or the grant of options pursuant to employee benefit plans ("Plan Shares")). The Company shall not take, directly or indirectly, any action designed to cause or result in, or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (g) Whether or not this Agreement becomes effective or is terminated or the sale of the Shares to the U.S. Underwriters is consummated, the Company shall pay or cause to be paid (i) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several U.S. Underwriters of the Shares, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the U.S. Underwriters) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Prospectuses and any amendments or supplements of the foregoing and any documents incorporated by reference into any of the foregoing and the reproduction, delivery and shipping of this Agreement, the International Underwriting Agreement and 17 other underwriting documents, including, but not limited to, Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Legal Investment Surveys, Agreements Among Underwriters, Selected Dealer Agreements, the Agreement Between U.S. Underwriters and International Managers, the Agreements Among International Managers and the International Selling Agreements, (iii) all filing fees and fees and disbursements of counsel to the U.S. Underwriters incurred in connection with the qualification of the Shares under state securities laws as provided in Section 6(d) hereof, (iv) the filing fee of the National Association of Securities Dealers, Inc., if any, (v) any applicable listing or stock exchange fees, (vi) the cost of printing certificates representing the Shares, (vii) the cost and charges of any transfer agent or registrar and (viii) all other costs and expenses incident to the performance of its obligations hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 10 hereof, the U.S. Underwriters shall pay all their own costs and expenses, including the fees of their counsel, stock transfer taxes due upon resale of any of the Shares by them and any advertising expenses incurred in connection with any offers they may make. It is further understood that the Company shall pay such registration expenses for which it is responsible under the Standstill Agreement (including the Registration Rights Agreement attached thereto) dated as of August 14, 1992, as amended as of November 13, 1992 (the "Standstill Agreement"), and the Selling Stockholders shall pay such costs and expenses for which they are responsible under the Standstill Agreement. If the sale of the Shares provided for herein is not consummated by reason of acts of the Company or the Selling Stockholders pursuant to Section 10 hereof which prevent this Agreement from becoming effective, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform in all material respects any agreement on its part to be performed or because any condition of the U.S. Underwriters' obligations hereunder to be performed by the Company is not fulfilled or if the U.S. Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement, the Company or the Selling Stockholders, as the case may be, shall reimburse the several U.S. Underwriters for all reasonable out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the U.S. Underwriters in connection with any investigation or preparation made by them in 18 respect of the marketing of the Shares or in contemplation of the performance by them of their obligations hereunder. (h) Until the termination of the offering of the Shares, the Company shall timely file all documents, and any amendments to previously filed documents, required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. (i) During a period of three years from the Effective Date, the Company shall furnish to the Representative copies of all reports or other communications furnished to shareholders and copies of any reports or financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company shall be listed. 7. Further Agreements of the Selling Stockholders. Each Selling ----------------------------------------------- Stockholder covenants and agrees with each U.S. Underwriter that such Selling Stockholder will deliver to the Representative prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or Form W-8, as the case may be. 8. Conditions of U.S. Underwriters' Obligations. The respective --------------------------------------------- obligations of the several U.S. Underwriters hereunder are subject to the accuracy, as of the date hereof and the Closing Date (as if made at the Closing Date), of the representations and warranties of the Company and the Selling Stockholders contained herein, to the performance in all material respects by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional terms and conditions: (a) The Registration Statement shall have become effective not later than 11:00 A.M., New York City time, on the first full Business Day following the date hereof (unless already effective), all post-effective amendments to the Registration Statement shall have become effective, all filings required by Rule 424 shall have been made and no such filings shall have been made without the consent of the Representatives; no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto nor any order directed to any document incorporated by reference shall have been issued; no proceedings for the issuance of any such order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement or 19 the Prospectuses or otherwise) shall have been disclosed to you and complied with to your satisfaction; and after the date hereof, the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectuses (or any document incorporated by reference therein) without the consent of the Representatives, which consent will not have been unreasonably withheld or delayed. (b) No U.S. Underwriter or International Manager shall have discovered and disclosed to the Company that the Registration Statement, the Preliminary Prospectuses or the Prospectuses or any amendment or supplement thereto, contains an untrue statement of fact that, in the opinion of counsel to the U.S. Underwriters, is material, or omits to state a fact that, in the opinion of counsel to the U.S. Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading except, in the case of a Preliminary Prospectus, to the extent such misstatement or omission has been corrected in a subsequent Preliminary Prospectus or Prospectus. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Shares, and the form of the Registration Statement, the U.S. Prospectus (other than financial statements and other financial data) and all other legal matters relating to this Agreement, such other documents and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the U.S. Underwriters, and the Company shall have furnished to such counsel all documents and information that such counsel may reasonably request to enable it to pass upon such matters. (d) There shall have been furnished to you a certificate, dated the Closing Date and addressed to you, signed by the Chief Executive Officer and by the Chief Financial Officer of the Company, certifying that the signers of said certificate have carefully examined the Registration Statement, any Preliminary Prospectuses and the Prospectuses, and any amendments or supplements thereto 20 (including all documents incorporated by reference therein) and, to the best of their knowledge: (i) there has not been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business, except as set forth in, or contemplated by, the Registration Statement, any Preliminary Prospectuses and the Prospectuses. (ii) the representations and warranties of the Company contained in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date. (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date. (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for the purpose have been initiated or threatened by the Commission. (v) such documents do not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The delivery of the certificate provided for in this subparagraph (d) shall be and constitute a representation and warranty of the Company as to the facts required in the immediately foregoing clause (i), (ii), (iii), (iv) and (v) of this subparagraph (d) to be set forth in such certificate. (e) At the Execution Time and on the Closing Date, you shall have received a letter of Coopers & Lybrand, dated such date and addressed to you, confirming that they are independent certified public accountants within the meaning of the Securities Act and the applicable published Rules and Regulations with respect to the Company and stating, as of the date of such letter (or, with respect to 21 matters involving changes or developments since the respective dates as of which specified financial information is given or incorporated in the U.S. Prospectus, as of a date not more than five Business Days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by its letter delivered to you concurrently with the execution of this Agreement, and confirming the conclusions and findings set forth in such prior letter. (f) Since the latest date as of which such condition is set forth in the Registration Statement, the Preliminary Prospectus and the Prospectuses, there shall have been no material adverse change in the condition, financial or otherwise, or the earnings, affairs or business prospects of the Company and its subsidiaries considered as a whole, except as set forth in, or clearly contemplated by, the Registration Statement, any Preliminary Prospectuses and the Prospectuses. (g) On the Closing Date there shall have been furnished to you the opinion of (addressed to the U.S. Underwriters) of Willkie Farr & Gallagher, counsel for the Company, dated the Closing Date and in form and substance satisfactory to counsel for the U.S. Underwriters, to the effect that: (i) The Registration Statement is effective under the Securities Act; any required filing of the Prospectuses and any supplements thereto pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best of such counsel's knowledge, no stop order suspending its effectiveness has been issued, and such counsel does not know of any proceeding for that purpose pending or threatened by the Commission. (ii) At the time the Registration Statement became effective, the Registration Statement (other than the financial statements and the notes thereto and the supporting schedules and other financial and statistical data derived therefrom included or incorporated by reference therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations, and the documents incorporated by reference therein, at the time they were filed with the Commission, complied as 22 to form in all material respects with the Exchange Act and the applicable Rules and Regulations (except as aforesaid). (iii) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York and has full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. (iv) This Agreement has been duly and validly authorized, executed and delivered by the Company. (v) No authorization, approval, consent or other instrument or order of any federal or state court or federal or state governmental authority or agency is required in connection with the sale of the Shares to the U.S. Underwriters, except such as have been obtained under the Securities Act, the Exchange Act and the Rules and Regulations thereunder, and except for such as may be required under state or foreign securities laws; and the execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of the provisions of the charter or by-laws of the Company, or, to the best knowledge and information of such counsel, any applicable law, administrative regulation or administrative or court decree. (vi) The authorized capital stock of the Company conforms to the description thereof contained in the Preliminary Prospectuses and the Prospectuses. (vii) The Shares have been duly authorized for listing on the New York Stock Exchange. (viii) The Shares are duly authorized, validly issued, fully paid and nonassessable and the certificates for the Shares are in valid and sufficient form. (ix) Such counsel also shall state that nothing has come to their attention that would lead such counsel to believe that the Registration Statement (other than the financial statements and the notes thereto and the supporting schedules and other financial and statistical data derived therefrom 23 included or incorporated by reference therein, as to which no opinion need be rendered), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectuses at the date hereof and at the Closing Date included an untrue statement of a material fact or omitted 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. (h) On the Closing Date there shall have been furnished to you the opinion (addressed to the U.S. Underwriters) of Michael B. Targoff, Esq., Senior Vice President and Secretary of the Company, dated the Closing Date and in form and substance satisfactory to counsel for the U.S. Underwriters, to the effect that: (i) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of New York and has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement. (ii) To the best of such counsel's knowledge and information, the Company is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of properties requires such qualification or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company and its subsidiaries considered as a whole, or on the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole). (iii) Each Significant Subsidiary of the Company, each of which shall be identified in such opinion, has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement; and is duly qualified to 24 do business and is in good standing in each jurisdiction in which its ownership or leasing of properties requires such qualification or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company and its subsidiaries considered as a whole, or on the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole); and all the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued and is fully paid and nonassessable, and, except to the extent set forth in the Registration Statement, all such capital stock owned by the Company is, to the best of such counsel's knowledge and information, owned free and clear of any pledge, lien, encumbrance, claim or equity. (iv) This Agreement and the International Underwriting Agreement have been duly and validly authorized, executed and delivered by the Company. (v) To the best of such counsel's knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company or any subsidiary is a party or to which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material with respect to the Company and its subsidiaries considered as a whole. (vi) To the best of such counsel's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, deeds of trust, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, the descriptions thereof or references thereto are correct in all material respects, and no default exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any material 25 contract, indenture, mortgage, loan agreement, note, deed of trust, lease or other instrument so described, referred to, filed or incorporated by reference. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body is required in connection with the sale of the Shares, except such as have been obtained under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the securities or Blue Sky laws of certain jurisdictions or the laws of any country other than the United States; and the execution, delivery and performance of this Agreement and the International Underwriting Agreement, the consummation of the transactions herein and therein contemplated, will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the property or assets of the Company or its subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, deed of trust, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or the By-laws, in each case as amended, of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (viii) To the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act. (ix) The authorized capital stock of the Company conforms to the description thereof contained in the Registration Statement, and all the outstanding shares of capital stock of the Company including the Shares have been duly and validly authorized and issued and are fully paid and nonassessable; there are no 26 preemptive or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of the Shares pursuant to the Company's Certificate of Incorporation or By-laws, in each case as amended, or, to the knowledge of such counsel, pursuant to any agreement or other instrument to which the Company or its subsidiaries is a party or by which any of them may be bound; and neither the filing of the Registration Statement nor the offering of the Shares as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any other shares of Common Stock. (x) The Registration Statement, the Prospectuses and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations thereunder (except, in each case, for the financial statements and other financial data contained or incorporated therein, as to which no opinion need be expressed), and the documents incorporated by reference therein, at the time they were filed with the Commission, complied as to form in all material respects with the Exchange Act and the applicable Rules and Regulations thereunder (except as aforesaid). In passing upon the form of the Registration Statement, the Prospectuses and the documents incorporated by reference therein, such counsel has necessarily assumed the correctness and completeness of the statements made or included therein and takes no responsibility therefor, except insofar as such statements relate to the opinions set forth above or relate to such counsel. Such counsel shall state that, in the course of the preparation of the Registration Statement and the Prospectuses, he has participated in conferences with certain officers of the Company, and that his examination of the Registration Statement and the Prospectuses and discussions in the above-mentioned conferences did not disclose to him any information which gave him reason to believe that the Registration Statement (except for the financial statements and other financial data contained or incorporated therein, as to which no opinion need be expressed), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the 27 statements therein not misleading, or that the Prospectuses (except as aforesaid), on the date hereof and on the Closing Date, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) On the Closing Date, there shall have been furnished to you the opinion of counsel for each of the Selling Stockholders (addressed to the U.S. Underwriters), dated the Closing Date in form and substance satisfactory to the U.S. Underwriters to the effect that: (i) Each Selling Stockholder has full right, power and authority to enter into this Agreement and the International Underwriting Agreement and to perform its obligations hereunder and thereunder. (ii) This Agreement and the International Underwriting Agreement have each been duly authorized, executed and delivered by or on behalf of each Selling Stockholder. (iii) The execution, delivery and performance of this Agreement and the International Underwriting Agreement by each Selling Stockholder and the consummation by each Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation in any material respect of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which each Selling Stockholder is a party or by which each Selling Stockholder is bound or to which any of the property or assets of each Selling Stockholder is subject, nor will such actions result in any violation in any material respect of the provisions of the partnership agreement of each Selling Stockholder or any statute or any order, rule or regulation known to such counsel of any court or governmental agency having jurisdiction over each Selling Stockholder or the property or assets of each Selling Stockholder; and no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency is required for the execution, delivery and performance of this Agreement and the International 28 Underwriting Agreement by each Selling Stockholder and the consummation by each Selling Stockholder of the transactions contemplated hereby and thereby, except the registration under the Securities Act of the Shares, such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the shares by the U.S. Underwriters or as may be required by the laws of any country other than the United States, and amendments to filings made under the Exchange Act. (j) On or prior to the Closing Date, you shall have received from Cravath, Swaine & Moore, counsel for the U.S. Underwriters, such opinion or opinions and letter or letters with respect to corporate proceedings by the Company, the form of the Registration Statement and the U.S. Prospectus (other than financial statements and other financial data), the validity of the Shares and other related matters as you may reasonably request, and such counsel shall have received such documents and information as they request to enable them to pass upon such matters. (k) Each Selling Stockholder shall have furnished to the Representative on the Closing Date a certificate, dated the Closing Date, signed by, or on behalf of, each Selling Stockholder stating that the representations, warranties and agreements of the Selling Stockholder contained herein are true and correct in all material respects as of the Closing Date and that the Selling Stockholder has complied in all material respects with all agreements contained herein to be performed by the Selling Stockholder at or prior to the Closing Date. Each of Willkie Farr & Gallagher, Michael B. Targoff, Esq., and Cravath, Swaine & Moore, in rendering their respective opinion or opinions, may rely as to matters of fact, to the extent they deem proper and specify in such opinion or opinions, on certificates of responsible officers of the Company and its subsidiaries and public officials. Each of Willkie Farr & Gallagher, Michael B. Targoff, Esq., and Cravath, Swaine & Moore may limit their opinions to matters relating to United States federal laws and the laws of the State of New York. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof 29 only if they are reasonably satisfactory in form and substance to you and to counsel for the U.S. Underwriters. The Company shall furnish to you conformed copies of such opinions, certificates, letters and other documents in such number as you shall reasonably request. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, this Agreement and all obligations of the U.S. Underwriters hereunder may be cancelled at, or at any time prior to, each Closing Date, by you. Any such cancellation shall be without liability of the U.S. Underwriters to the Company. Notice of such cancellation shall be given the Company in writing, or by telecopy or telephone and confirmed in writing. 9. Indemnification and Contribution. (a) The Company shall --------------------------------- indemnify and hold harmless each U.S. Underwriter against any loss, claim, damage or liability (or any action in respect thereof), joint or several, to which such U.S. Underwriter may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented or in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any of or all the Shares under the securities laws thereof (any such application, document or information being hereinafter referred to as a "Blue Sky Application"), (ii) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each U.S. Underwriter promptly after receipt of invoices from such U.S. Underwriter for any legal or other expenses as reasonably incurred by such U.S. Underwriter in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; provided, -------- 30 however, that the Company shall not be liable under this Section 9(a) in any - ------- such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any U.S. Underwriter specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented, or any Blue Sky Application, or (y) the sole fact that the U.S. Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented (but excluding documents incorporated by reference), to a person purchasing securities, within the time required by applicable law, if the delivery of the Prospectus (as so amended or supplemented) would have cured the defect giving rise to the claim, unless the Company failed to comply with its obligations under Section 6(b) of this Agreement. (b) Each Selling Stockholder agrees, severally but not jointly, to indemnify and hold harmless each U.S. Underwriter to the same extent as the foregoing indemnity from the Company to each U.S. Underwriter, but only with reference to written information related to such Selling Stockholder furnished to the Company by or on behalf of the Selling Stockholders specifically for inclusion in the documents referred to in the foregoing indemnity. (c) Each U.S. Underwriter severally, but not jointly, shall indemnify and hold harmless the Company and the Selling Stockholders against any loss, claim, damage or liability (or any action in respect thereof) to which the Company or any Selling Stockholder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented, or in any Blue Sky Application, (ii) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented, or in any Blue Sky Application, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall 31 reimburse the Company and the Selling Stockholders promptly after receipt of invoices from the Company or any Selling Stockholder for any legal or other expenses as reasonably incurred by the Company or any Selling Stockholder in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; provided, however, that such indemnification or -------- ------- reimbursement shall be available in each such case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through you by or on behalf of such U.S. Underwriter specifically for use in the preparation thereof. (d) Promptly after receipt by any indemnified party under subsection (a), (b) or (c) above of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that -------- ------- the failure so to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been prejudiced in any material respect by such failure or from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against any indemnified party and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such subsection for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of 32 such separate counsel, if the use of counsel chosen by the indemnifying party to represent the indemnified party would in the indemnified party's reasonable judgment present such counsel with a conflict of interest or the indemnified party reasonably determines that there may be legal defenses available to it which are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties. 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. The indemnifying party shall not, without the prior consent of the indemnified party, which consent will not be unreasonably withheld, enter into any settlement of a lawsuit, claim or other proceeding unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of the indemnified party. (e) If the indemnification provided for in this Section 9 is unavailable to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders, on the one hand, and the U.S. Underwriters, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (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 (i) above but also the relative fault of the Company and the Selling Stockholders, on the one hand, and the U.S. Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, or actions in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders, on the one hand, and 33 the U.S. Underwriters, on the other hand, shall be deemed to be in the same proportion as the total proceeds from the offering of the Shares (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Stockholders, on the one hand, bear to the total underwriting discounts and commissions received by the U.S. Underwriters, on the other hand, in each case as set forth in the table on the cover page of the U.S. Prospectus (with the estimated expenses allocated pro rata among the Shares and the International Shares). Relative fault 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 the Company, the Selling Stockholders or the U.S. Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Selling Stockholders and the U.S. Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation (even if the U.S. 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 in the first sentence of this subsection (e). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), (i) no U.S. 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 which such U.S. Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no Selling Stockholder shall be required to contribute any amount in excess of the amount by which the total price at which the Shares of such Selling Stockholder were offered to the public (less underwriting discounts and commissions) exceeds the amount of damages which such Selling Stockholder has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person guilty 34 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 U.S. Underwriters' obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint. Each party entitled to contribution agrees that upon the service of a summons or other initial legal process upon it in any action instituted against it in respect of which contribution may be sought, it shall promptly give written notice of such service to the party or parties from whom contribution may be sought, but the omission so to notify such party or parties of any such service shall not relieve the party from whom contribution may be sought for any obligation it may have hereunder or otherwise (except as specifically provided in subsection (d) hereof). Each Selling Stockholder's obligation to contribute pursuant to this Section 9(e) is several, based on the proportion that the proceeds of the offering received by such Selling Stockholder bears to the total proceeds of the offering received by all Selling Stockholders, and not joint. (f) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have, and shall extend, upon the same terms and conditions, to each person, if any, who controls any U.S. Underwriter within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder; the obligations of the Selling Stockholders under this Section 9 shall be in addition to any liability which the Selling Stockholders may otherwise have, and shall extend, upon the same terms and conditions to each person who controls any U.S. Underwriter within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder; and the obligations of the U.S. Underwriters under this Section 9 shall be in addition to any liability that the respective U.S. Underwriters may otherwise have, and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) or general partner of any Selling Stockholder, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder. 35 (g) The Company and the Selling Stockholders understand and agree that, as among themselves, (i) the indemnification, contribution and related agreements entered into by such parties are as set forth in the Standstill Agreement and shall remain in full force and effect, (ii) no provision of this Agreement affects or alters in any way the indemnification, contribution or other obligations (whether or not related to indemnification or contribution matters) of such parties under the Standstill Agreement and (iii) in the event of any inconsistency between any provision of this Agreement and the Standstill Agreement, the relevant provision or provisions of the Standstill Agreement shall control. 10. Effective Date and Termination. (a) This Agreement shall become ------------------------------- effective at 11:00 A.M., New York City time, on the first full Business Day following the date hereof, or at such earlier time after the Registration Statement becomes effective as you shall first release the Shares for sale to the public. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or the Selling Stockholders by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter provided to the Company and the Selling Stockholders, except that the provisions of Section 6(g) and Section 9 shall at all times be effective. For purposes of this Agreement, the release of the offering of the Shares for sale to the public shall be deemed to have been made when you release, by telecopy or otherwise, firm offers of the Shares to securities dealers or release for publication a newspaper advertisement relating to the Shares, whichever occurs first. (b) Until the Closing Date, this Agreement may be terminated by you in your absolute discretion by giving notice as hereinafter provided to the Company and the Selling Stockholders if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform in all material respects any agreement on its part to be performed hereunder, (ii) any other condition of the U.S. Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Common Stock of the Company is suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange by the 36 Commission or such exchange or other regulatory body or governmental authority having jurisdiction, (iv) a banking moratorium is declared by either Federal or New York State authorities or (v) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States, or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be such, as to, in your judgment, make it inadvisable or impracticable to proceed with the delivery of the Shares. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, the Selling Stockholders or any U.S. Underwriter, except as otherwise provided in Sections 6(g) and 9 hereof. Any notice referred to above may be given at the address specified in Section 12 hereof in writing or by telecopy or telephone, and if by telecopy or telephone, shall be immediately confirmed in writing. 11. Survival of Certain Provisions. The agreements contained in ------------------------------- Section 9 hereof and the representations, warranties and agreements of the Company contained in Sections 2 and 6 hereof and the Selling Stockholders contained in Sections 3 and 7 hereof shall survive the delivery of the Shares to the U.S. Underwriters hereunder and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 12. Notices. Except as otherwise provided in the Agreement, (a) -------- whenever notice is required by the provisions of this Agreement to be given to the Company, such notice shall be in writing or by telecopy addressed to the Company at 600 Third Avenue, New York, New York 10016, Attention: Michael B. Targoff, Esq., Senior Vice President and Secretary; (b) whenever notice is required by the provisions of this Agreement to be given to the Selling Stockholders, such notice shall be in writing or by telecopy addressed to the Selling Stockholders c/o Lehman Brothers Holdings Inc., 3 World Financial Center, 200 Vesey Street, New York, New York 10205, Attention: Alan H. Washkowitz and Julie T. Katzman; and (c) whenever notice is required by the provisions of this Agreement to be given to the several U.S. 37 Underwriters, such notice shall be in writing or by telecopy addressed to you, in care of Lehman Brothers Inc., 3 World Financial Center, New York, New York 10285, Attention: Syndicate Department. 13. Information Furnished by U.S. Underwriters. The Company and the ------------------------------------------- U.S. Underwriters severally confirm that the statements set forth in the last paragraph of the cover page with respect to the public offering of the Shares and under the caption "Underwriting" (except the last paragraph thereof) in any Preliminary Prospectus and in the Prospectuses are correct and constitute the written information furnished by or on behalf of any U.S. Underwriter referred to in paragraph (b) of Section 2 hereof and in paragraphs (a), (b) and (c) of Section 9 hereof. 14. Parties. This Agreement shall inure to the benefit of and be -------- binding upon the several U.S. Underwriters, the Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder any U.S. Underwriter who offers or sells any Shares in accordance with the terms of the Agreement Between U.S. Underwriters and International Managers and for the benefit of any International Manager (and controlling persons thereof) who offers or sells any Shares in accordance with the terms of the Agreement Between U.S. Underwriters and International Managers and (b) the indemnity agreement of the U.S. Underwriters contained in Section 9 hereof shall be deemed to be for the benefit of directors of (i) the Company, officers of the Company who signed the Registration Statement and any person controlling the Company within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder and (ii) the Selling Stockholders, each partner thereof and any person controlling any Selling Stockholder within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder. Nothing in this Agreement shall be construed to give any person, other than the persons referred to in this paragraph, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. The term "successors", as used 38 in this Agreement, shall not include any purchaser of any of the Shares from any of the U.S. Underwriters merely by reason of such purchase. 15. Governing Law. This Agreement shall be governed by and construed -------------- in accordance with the laws of the State of New York. 16. Counterparts. This Agreement may be signed in one or more ------------- counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 39 Please confirm, by signing and returning to us two counterparts of this Agreement, that you are acting on behalf of yourselves and the several U.S. Underwriters and that the foregoing correctly sets forth the Agreement among the Company, the Selling Stockholders and the several U.S. Underwriters. Very truly yours, LORAL CORPORATION, By:_________________________ Name: Title: LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P., as Selling Stockholder By: Lehman Brothers Merchant Banking Partners, Inc. By:_________________________ Name: Title: LEHMAN BROTHERS CAPITAL PARTNERS II, L.P., as Selling Stockholder By: Lehman Brothers II Investment Inc. By:_________________________ Name: Title: 40 LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P., as Selling Stockholder By: Lehman Brothers Offshore Partners Ltd. LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP - JAPAN L.P., as Selling Stockholder By: Lehman Brothers Offshore Partners Ltd. By:_________________________ Name: Title: Confirmed and accepted as of the date first above mentioned: LEHMAN BROTHERS INC. By:_____________________________ Authorized Representative SCHEDULE I Underwriting Agreement dated June , 1995 Number of Shares to Be Selling Stockholder Sold - ------------------- ------------ Lehman Brothers Merchant Banking Portfolio Partnership L.P. .......... Lehman Brothers Capital Partners II, L.P. ................................ Lehman Brothers Offshore Investment Partnership L.P. .................... Lehman Brothers Offshore Investment Partnership - Japan L.P. ............ --------------- Total................................. 2,654,960 ============= SCHEDULE II Underwriting Agreement dated June , 1995 Number of Shares to Be U.S. Underwriter Purchased - ---------------- ------------ Lehman Brothers Inc... --------- Total................. 2,654,960 ========= EX-1.2 3 INTERNATIONAL UNDERWRITING AGREEMENT EXHIBIT 1.2 [Draft--5/30/95] 660,000 Shares LORAL CORPORATION Common Stock International Underwriting Agreement ------------------------------------ June , 1995 LEHMAN BROTHERS INTERNATIONAL (EUROPE) One Broadgate London EC2M 7HA England Dear Sirs: Each of the entities named in Schedule I hereto (the "Selling Stockholders") proposes to sell to the several International Managers named in Schedule II hereto (the "International Managers") the number of shares of Common Stock, $.25 par value (the "Common Stock"), of Loral Corporation, a New York corporation (the "Company"), set forth opposite its name in Schedule I, representing an aggregate of 660,000 shares (the "Shares"). If the firms listed in Schedule II hereto include only you, then the terms "International Managers" and "Lead Manager", as used herein, shall each be deemed to refer to such firm. It is understood that the Company and the Selling Stockholders are concurrently entering into a U.S. Underwriting Agreement dated the date hereof (the "U.S. Underwriting Agreement"), providing for the sale by the Selling Stockholders of 2,654,960 shares of Common Stock through arrangements with certain underwriters in the United States (the "U.S. Underwriters"). If the firms listed in Schedule II to the U.S. Underwriting Agreement include only the Representatives, then the terms "U.S. Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firms. All shares of Common Stock to be offered by the U.S. Underwriters pursuant to the U.S. Underwriting Agreement are herein called the "U.S. Shares"; the U.S. Shares and the Shares, collectively, are herein called the "Shares". As specified in Section 4, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. 2 The Company and the Selling Stockholders also understand that the U.S. Underwriters and the International Managers have entered into an agreement (the "Agreement Between U.S. Underwriters and International Managers") contemplating the coordination of certain transactions between the U.S. Underwriters and the International Managers and that, pursuant thereto and subject to the conditions set forth therein, the U.S. Underwriters may purchase from the International Managers a portion of the Shares or sell to the International Managers a portion of the U.S. Shares. The Company and the Selling Stockholders understand that any such purchases and sales between the U.S. Underwriters and the International Managers shall be governed by the Agreement Between U.S. Underwriters and International Managers and shall not be governed by the terms of this Agreement or the U.S. Underwriting Agreement. This is to confirm the agreement concerning the purchase of the Shares from the Selling Stockholders by the International Managers. The following terms as used in this Agreement shall have the following meanings: "Business Day" shall mean any day on which the New York Stock Exchange ------------ is open for trading. "Effective Date" shall mean the date of the Effective Time. -------------- "Effective Time" shall mean the date and the time as of which the -------------- Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission (or, if the Company will next file with the Commission an amendment to the Registration Statement as contemplated by clause (i) of the first paragraph of Section 1, the date and time as of which the Registration Statement shall be declared effective). "Exchange Act" shall mean the Securities Exchange Act of 1934. ------------ "Execution Time" shall mean the date and time that this Agreement is -------------- executed and delivered by the parties hereto. 3 "International Prospectus" shall mean a Prospectus relating to the ------------------------ Shares which are to be offered and sold outside the United States to persons other than U.S. Persons. "Preliminary Prospectuses" shall mean each prospectus included in the ------------------------ Registration Statement, or any amendment thereof, before the Effective Date, each prospectus filed with the Commission by the Company with the consent of the International Managers pursuant to Rule 424(a) and each prospectus included in the Registration Statement at the Effective Time that omits Rule 430A Information. "Prospectuses" shall mean the forms of prospectuses relating to the ------------ Shares, as first filed pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is required, the forms of final prospectuses included in the Registration Statement at the Effective Time. "Registration Statement" shall mean the registration statement ---------------------- referred to above, as amended at the Effective Time, including any documents incorporated by reference and any Rule 430A Information deemed to be included therein at the Effective Time as provided by Rule 430A. "Rule 424" and "Rule 430A" shall refer to such rules under the -------- --------- Securities Act. "Rule 430A Information" shall mean information with respect to the --------------------- Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rules and Regulations" shall mean the rules and regulations in effect --------------------- at any relevant time adopted by the Commission under the Securities Act or the Exchange Act. "Subsidiary" and "Significant Subsidiary" shall have the meanings ---------- ---------------------- assigned in Rule 405 of the Rules and Regulations. As used in reference to the Company, "subsidiary" shall mean a Subsidiary of the Company. ---------- "U.S. Person" shall mean any resident or national of the United ----------- States, any corporation, partnership or other entity created or organized in or under the laws of the United States or any estate or trust the income of which is subject to United States income taxation regardless of the source of its income (other than the foreign branch of any 4 U.S. Person), and includes any United States branch of a person other than a U.S. Person; and "United States" shall mean the United States of America ------------- (including the states thereof and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction. "U.S. Prospectus" shall mean a Prospectus relating to the U.S. Shares --------------- which are to be offered and sold in the United States or to U.S. Persons. Reference made herein to any Preliminary Prospectus or to the Prospectuses shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectuses and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectuses shall be deemed to refer to and include any document filed under the Exchange Act after the date of such Preliminary Prospectus or the Prospectuses and incorporated by reference in such Preliminary Prospectus or the Prospectuses. 1. Registration Statement. A registration statement on Form S-3 ----------------------- (File No. 33- ) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933 (the "Securities Act") and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission under the Securities Act. Copies of such registration statement as amended to date have been delivered by the Company to you as the Lead Manager of the International Managers. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, a further amendment to such registration statement, including forms of final prospectuses, or (ii) after effectiveness of such registration statement, final prospectuses in accordance with Rules 430A and 424(b)(1) or (4). 2. Representations, Warranties and Agreements of the Company. The ---------------------------------------------------------- Company represents, warrants and agrees that: (a) On the Effective Date, the Registration Statement did or will, and when the Prospectuses are first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined in Section 5) the Prospectuses (and any supplements thereto) will, comply in all material 5 respects with the applicable requirements of the Securities Act and the Rules and Regulations. The Company has included in the Registration Statement, as amended at the Effective Date, all information required by the Securities Act and the Rules and Regulations thereunder to be included in the Prospectuses with respect to the Shares and the offering thereof, and the Prospectuses, when filed with the Commission, did or will contain all Rule 430A Information, together with all other such required information, with respect to the Shares and the offering thereof and, except to the extent the Lead Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectuses) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Commission has not issued any stop order preventing or suspending the use of any Preliminary Prospectus or the Prospectuses or the effectiveness of the Registration Statement, and no proceeding for any such purpose has been initiated or threatened by the Commission. (b) On the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Prospectuses did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectuses (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectuses in reliance upon, and in conformity with, written information furnished to the Company by you, or by any International Manager through you, specifically for inclusion therein. (c) The documents incorporated by reference in the Prospectuses, when they were filed with the Commission (or upon amendment thereof by other documents included in such incorporated documents), conformed in all material respects to the requirements of the Securities Act or 6 Exchange Act, as applicable, and the Rules and Regulations thereunder, and such documents were timely filed as required thereby and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectuses, when such documents become effective or are filed with Commission will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations thereunder, and will be timely filed as required thereby and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The accountants who certified the consolidated financial statements and supporting schedules included in or incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectuses are independent public accountants as required by the Securities Act and the Rules and Regulations thereunder. (e) The consolidated financial statements and schedules (including the related notes and supporting schedules) included in the Registration Statement, any Preliminary Prospectus or the Prospectuses present (or in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is made, will present) fairly and in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved, the financial condition, results of operations and changes in financial condition of the entities purported to be shown thereby at the dates and for the periods indicated and have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. (f) The pro forma condensed consolidated financial statements incorporated by reference into the Registration Statement, any Preliminary Prospectuses or the Prospectuses have been prepared in accordance with Article 11 of Regulation S-X of the Rules and Regulations. The Company has no reason to believe that the assumptions upon which 7 such pro forma financial statements are based are inaccurate or inappropriate or that such pro forma financial information was not prepared in conformity with the notes thereto. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectuses, except as otherwise stated therein, (A) there has been no material adverse change, in the condition, financial or otherwise, or in the earnings, assets, affairs or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) there have been no transactions, entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as a whole, and (C) there has been no extraordinary dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (h) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, and has full corporate power and authority to own or hold its properties and to conduct its business as described in the Registration Statement, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification (except where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries considered as a whole, or on the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole). (i) Each subsidiary of the Company listed in Exhibit 21 of the Annual Report on Form 10-K of the Company filed with the Commission under Section 13 of the Exchange Act for the fiscal year ended March 31, 1995 (the "Form 10-K Report"), has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, has full corporate power and authority to own, lease and operate its properties and conduct its business and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, so as to require such qualification (except where 8 the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company and its subsidiaries considered as a whole, or on earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole); and all the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company directly or through Subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity (except as set forth in the notes to Exhibit 21 of the Form 10-K Report) and no holder of such stock is subject to personal liability by reason of being such holder. (j) Since the end of its most recently completed fiscal year, the Company has filed all documents and amendments to previously filed documents required to be filed by it pursuant to Section 13(a), 13(b), 14 or 15(d) of the Exchange Act. (k) Neither the Company nor any of its subsidiaries is in violation of any term or provision of their respective Certificates of Incorporation or By-laws, in each case as amended, or in default under any agreement, indenture or instrument, the effect of which violation or default would be material to the Company and its subsidiaries taken as a whole; and the execution, delivery and performance of this Agreement and the U.S. Underwriting Agreement have been duly authorized by all necessary corporate action and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to the terms of any agreement, indenture or instrument, or result in a violation of the provisions of the Certificate of Incorporation or the By-laws, in each case as amended, of the Company or any of its subsidiaries (the effect of which conflict, lien, charge, encumbrance, default or violation would be material to the Company and the subsidiaries taken as a whole, or would materially and adversely affect the ability of the Company to perform under this Agreement or the U.S. Underwriting Agreement) nor will the performance by the Company of its obligations hereunder violate any law, rule, administrative regulation or decree of any court or governmental agency having jurisdiction over the Company, any of its subsidiaries or their respective properties; and no consent, approval, authorization, order, registration, filing or 9 qualification of or with any court or governmental agency or body is required for the sale of the Shares or the consummation of the other transactions contemplated by this Agreement or the U.S. Underwriting Agreement, except the registration under the Securities Act of the Shares, and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws or as may be required by the laws of any country other than the United States in connection with the purchase and distribution of the Shares by the International Managers. (l) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries which is required to be disclosed in the Registration Statement (other than as disclosed therein) or might result in any material adverse change in the condition, financial or otherwise, or in the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole, or which might materially and adversely affect the properties and assets thereof or which might materially and adversely affect the consummation of the transactions contemplated by this Agreement and the U.S. Underwriting Agreement; all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material with respect to the Company and its subsidiaries considered as a whole; and there are no contracts or other documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement or to any document incorporated by reference therein which have not been so filed. (m) The Company and its subsidiaries own or possess such certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies, the absence of which would have a material adverse effect on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of proceeding relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding would 10 materially and adversely affect the conduct of business, operations, financial condition or income of the Company and its subsidiaries considered as a whole. (n) There are no holders of securities of the Company who, by reason of the filing of the Registration Statement or the Preliminary Prospectuses or the Prospectuses under the Securities Act, have the right to request the Company to register under the Securities Act securities held by them, other than rights which have been waived or satisfied. (o) All outstanding shares of Common Stock, including the Shares, have been duly and validly authorized and are validly issued, fully paid and nonassessable. There are no preemptive rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Shares pursuant to the Company's corporate charter, By-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which it may be bound; the Common Stock, including the Shares, are listed on the New York Stock Exchange. The capitalization of the Company as of March 31, 1995, is as set forth in the Registration Statement. (p) This Agreement has been duly authorized, executed and delivered by the Company. (q) Neither the Company nor any subsidiary has taken and neither shall take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (r) The conditions for the use of Form S-3, as set forth in the General Instructions thereto in connection with the offering of the Shares, have been satisfied. 3. Representations, Warranties and Agreements of the Selling --------------------------------------------- ----------- Stockholders. Each Selling Stockholder represents, warrants and agrees that: - ------------- (a) The Selling Stockholder has, and immediately prior to the Closing Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and marketable title to the Shares to be sold by the Selling Stockholder here- 11 under and under the U.S. Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and thereto, good and marketable title to such shares, free and clear of all liens, encumbrances, equities or claims (except such as may be created by the International Managers or U.S. Underwriters), will pass to the several International Managers and the U.S. Underwriters. (b) The Selling Stockholder has full right, power and authority to enter into and perform under this Agreement and the U.S. Underwriting Agreement; the execution, delivery and performance of this Agreement and the U.S. Underwriting Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any charter, partnership agreement, by-laws, standstill agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions, to the knowledge of the Selling Stockholder, result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and no consent, approval, authorization, order, filing or registration of or with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the U.S. Underwriting Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein and therein, except the registration under the Securities Act of the Shares, such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the International Managers, and amendments to filings made under the Exchange Act. (c) All written information related to such Selling Stockholder furnished to the Company by the Selling Stockholder specifically for use in the Registration Statement, any Preliminary Prospectuses, the Prospectuses or any amendment or supplement thereto does not, or at the 12 Effective Time will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 4. Purchase of the Shares by the U.S. Underwriters. Subject to the ------------------------------------------------ terms and conditions and upon the basis of the representations and warranties herein set forth, each of the Selling Stockholders agrees, severally and not jointly, to sell to the International Managers the number of Shares set forth opposite such Selling Stockholder's name in Schedule I, and each of the International Managers agrees, severally and not jointly, to purchase, at a price of $[ ] per Share, the number of Shares set forth opposite such International Manager's name in Schedule II hereto. Each International Manager shall be obligated to purchase from each Selling Stockholder that number of the Shares which represents the same proportion of the number of the Shares to be sold by the Selling Stockholders as the number of the Shares set forth opposite the name of such International Manager in Schedule II represents of the total number of the Shares to be purchased by all the International Managers pursuant to this Agreement. The respective purchase obligations of the International Managers with respect to the Shares shall be rounded among the International Managers to avoid fractional shares. The International Managers agree to offer the Shares to the public as set forth in the International Prospectus. Each International Manager agrees that, except to the extent permitted by the Agreement Between U.S. Underwriters and International Managers, it will not offer any of the Shares inside the United States. The obligations of the Selling Stockholders to sell any Shares, and the obligations of the International Managers to purchase the Shares, are subject to the closing of the sale and purchase of the U.S. Shares pursuant to the U.S. Underwriting Agreement. 5. Delivery of and Payment for Shares. Delivery of certificates for ----------------------------------- the Shares shall be made at the offices of Lehman Brothers Inc., 388 Greenwich Street (Cashier's Window, Main Level), New York, New York 10013 (or such other place as mutually may be agreed upon), at 10:00 A.M., New York City time, on the [third] full Business Day following the date of this Agreement or on such later date as shall be determined by you and the Company (the "Closing Date"). 13 Delivery of certificates for the Shares shall be made by or on behalf of the Selling Stockholders to you, for the respective accounts of the International Managers, against payment of the purchase price therefor by certified or official bank check payable in New York Clearing House funds to the order of the relevant Selling Stockholder. The certificates for the Shares shall be registered in such names and denominations as you shall have requested at least two full Business Days prior to the Closing Date, and shall be made available for checking and packaging in New York, New York, or such other location as may be designated by you at least one full Business Day prior to the Closing Date. Time shall be of the essence, and delivery of certificates for the Shares at the time and place specified in this Agreement is a further condition to the obligations of each International Manager. 6. Covenants. The Company covenants and agrees with each ---------- International Manager that: (a) The Company shall use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendments thereto to become effective. The Company shall advise you promptly of the filing of any amendment to the Registration Statement or any supplement to any Prospectus and, upon notification from the Commission that the Registration Statement or any such amendment has become effective, shall so advise you promptly (in writing, if requested). If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of any Prospectus is otherwise required under Rule 424(b), the Company will cause such Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) in the manner and within the time period prescribed and will provide evidence satisfactory to the Lead Manager of such timely filing. The Company shall notify you promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus or for additional information; the Company shall prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or the International Prospectus which, in your reasonable opinion, may be necessary or advisable in connection with the distribution of the Shares; and the Company shall not file any amendment or supplement to the Registration Statement or the International Prospectus, or file any document under the Exchange Act before the termination of 14 the offering of the Shares by the International Managers if such document would be deemed to be incorporated by reference into the International Prospectus, which filing is not consented to by you after reasonable notice thereof. The Company shall advise you promptly of the issuance by the Commission or any state or other governmental or regulatory body of any stop order or other order suspending the effectiveness of the Registration Statement, suspending or preventing the use of any Preliminary Prospectus or Prospectus or suspending the qualification of the Shares for offering or sale in any jurisdiction, or of the institution of any proceedings for any such purpose; and the Company shall use its best efforts to prevent the issuance of any stop order or other such order and, should a stop order or other such order be issued, to obtain as soon as possible the lifting thereof. (b) The Company shall furnish promptly to the Representative and to counsel for the International Managers one signed copy of the Registration Statement as originally filed and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith, and shall furnish to the International Managers such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the International Prospectus and all amendments and supplements to any of such documents, and any document incorporated by reference in the Prospectuses, in each case as soon as available and in such quantities as the Lead Manager may from time to time reasonably request; and the Company authorizes the International Managers and all dealers to whom any Shares may be offered or sold by the several International Managers to use the International Prospectus, and if supplemented or amended then after such date as supplemented or amended, during the period referred to in Section 6(a) in connection with the sale of the Shares in accordance with the applicable provisions of the Securities Act, the Rules and Regulations thereunder and this Agreement. (c) Within the time during which the Prospectuses relating to the Shares are required to be delivered under the Securities Act, the Company shall comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Rules and Regulations so far as is necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof and 15 by the Prospectuses. If during such period any event occurs as a result of which the International Prospectus as then amended or supplemented would include an 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 then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the International Prospectus to comply with the Securities Act or the Exchange Act or the Rules and Regulations or to file any document under the Exchange Act incorporated by reference into the International Prospectus, the Company shall promptly notify you and, subject to the penultimate sentence of paragraph (a) of this Section 6, shall amend the Registration Statement or supplement the International Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission or to effect such compliance. (d) The Company shall take or cause to be taken all reasonable action and furnish to whomever you may direct such information as may be required in qualifying the Shares (and any U.S. Shares that may be sold to the International Managers by the U.S. Underwriters) for sale under the laws of such jurisdictions as you shall designate and to continue such qualifications in effect for as long as may be necessary for the distribution of the Shares (and such U.S. Shares); except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (e) The Company shall make generally available to its security holders (and shall deliver to the Representative), in the manner contemplated by Rule 158(b) under the Securities Act or otherwise, as soon as practicable but in any event not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the Effective Date occurs, an earnings statement satisfying the requirements of Section 11(a) of the Securities Act and covering a period of at least 12 consecutive months beginning after the Effective Date. (f) The Company shall not, during the 90 days following the date of the Prospectuses, except with the prior written consent of the Lead Manager or otherwise in accordance with this Agreement, offer, sell or contract to sell or otherwise dispose of (or enter into any transaction which is designed to, or could be expected to, result in the 16 disposition by any person of), directly or indirectly, or announce the offering of, any shares of Common Stock, or any options, rights or warrants with respect to shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock (except for the issuance of shares of Common Stock pursuant to employee benefit plans or existing options or the grant of options pursuant to employee benefit plans ("Plan Shares")). The Company shall not take, directly or indirectly, any action designed to cause or result in, or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (g) Whether or not this Agreement becomes effective or is terminated or the sale of the Shares to the International Managers is consummated, the Company shall pay or cause to be paid (A) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several U.S. Underwriters of the Shares, (B) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the International Managers) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Prospectuses and any amendments or supplements of the foregoing and any documents incorporated by reference into any of the foregoing and the reproduction, delivery and shipping of this Agreement, the U.S. Underwriting Agreement and other underwriting documents, including, but not limited to, Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Legal Investment Surveys, Agreements Among Underwriters, Selected Dealer Agreements, the Agreement Between U.S. Underwriters and International Managers, the Agreements Among International Managers and the International Selling Agreements, (C) all filing fees and fees and disbursements of counsel to the International Managers incurred in connection with the qualification of the Shares under state securities laws as provided in Section 6(d) hereof, (D) the filing fee of the National Association of Securities Dealers, Inc., if any, (E) any applicable listing or stock exchange fees, (F) the cost of printing certificates representing the Shares, (G) the cost and charges of any transfer agent or registrar and (H) all other costs and expenses incident to the performance of its obligations hereunder for which provision is not otherwise made in this 17 Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 10 hereof, the International Managers shall pay all their own costs and expenses, including the fees of their counsel, stock transfer taxes due upon resale of any of the Shares by them and any advertising expenses incurred in connection with any offers they may make. It is further understood that the Company shall pay such registration expenses for which it is responsible under the Standstill Agreement (including the Registration Rights Agreement attached thereto) dated as of August 14, 1992, as amended as of November 13, 1992 (the "Standstill Agreement"), and the Selling Stockholders shall pay such costs and expenses for which they are responsible under the Standstill Agreement. If the sale of the Shares provided for herein is not consummated by reason of acts of the Company or the Selling Stockholders pursuant to Section 10 hereof which prevent this Agreement from becoming effective, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform in all material respects any agreement on its part to be performed or because any condition of the International Managers' obligations hereunder to be performed by the Company is not fulfilled or if the International Managers shall decline to purchase the Shares for any reason permitted under this Agreement, the Company or the Selling Stockholders, as the case may be, shall reimburse the several International Managers for all reasonable out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the International Managers in connection with any investigation or preparation made by them in respect of the marketing of the Shares or in contemplation of the performance by them of their obligations hereunder. (h) Until the termination of the offering of the Shares, the Company shall timely file all documents, and any amendments to previously filed documents, required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. (i) During a period of three years from the Effective Date, the Company shall furnish to the Lead Manager copies of all reports or other communications furnished to shareholders and copies of any reports or financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company shall be listed. 18 7. Further Agreements of the Selling Stockholders. Each Selling ----------------------------------------------- Stockholder covenants and agrees with each International Manager that such Selling Stockholder will deliver to the Lead Manager prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or Form W-8, as the case may be. 8. Conditions of International Managers' Obligations. The respective -------------------------------------------------- obligations of the several International Managers hereunder are subject to the accuracy, as of the date hereof and the Closing Date (as if made at the Closing Date), of the representations and warranties of the Company and the Selling Stockholders contained herein, to the performance in all material respects by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional terms and conditions: (a) The Registration Statement shall have become effective not later than 11:00 A.M., New York City time, on the first full Business Day following the date hereof (unless already effective), all post-effective amendments to the Registration Statement shall have become effective, all filings required by Rule 424 shall have been made and no such filings shall have been made without the consent of the Representatives; no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto nor any order directed to any document incorporated by reference shall have been issued; no proceedings for the issuance of any such order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been disclosed to you and complied with to your satisfaction; and after the date hereof, the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectuses (or any document incorporated by reference therein) without the consent of the Lead Manager, which consent will not have been unreasonably withheld or delayed. (b) No International Manager or U.S. Underwriter shall have discovered and disclosed to the Company that the Registration Statement, the Preliminary Prospectuses or the Prospectuses or any amendment or supplement thereto, contains an untrue statement of fact that, in the opinion of counsel to the International Managers, is material, or omits to state a fact that, in the opinion of counsel to the 19 International Managers, is material and is required to be stated therein or is necessary to make the statements therein not misleading except, in the case of a Preliminary Prospectus, to the extent such misstatement or omission has been corrected in a subsequent Preliminary Prospectus or Prospectus. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Shares, and the form of the Registration Statement, the International Prospectus (other than financial statements and other financial data) and all other legal matters relating to this Agreement, such other documents and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the International Managers, and the Company shall have furnished to such counsel all documents and information that such counsel may reasonably request to enable it to pass upon such matters. (d) There shall have been furnished to you a certificate, dated the Closing Date and addressed to you, signed by the Chief Executive Officer and by the Chief Financial Officer of the Company, certifying that the signers of said certificate have carefully examined the Registration Statement, any Preliminary Prospectuses and the Prospectuses, and any amendments or supplements thereto (including all documents incorporated by reference therein) and, to the best of their knowledge: (i) There has not been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business, except as set forth in, or contemplated by, the Registration Statement, any Preliminary Prospectuses and the Prospectuses. (ii) The representations and warranties of the Company contained in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date. 20 (iii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date. (iv) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for the purpose have been initiated or threatened by the Commission. (v) Such documents do not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The delivery of the certificate provided for in this sub paragraph (d) shall be and constitute a representation and warranty of the Company as to the facts required in the immediately foregoing clause (i), (ii), (iii), (iv) and (v) of this subparagraph (d) to be set forth in such certificate. (e) At the Execution Time and on the Closing Date, you shall have received a letter of Coopers & Lybrand, dated such date and addressed to you, confirming that they are independent certified public accountants within the meaning of the Securities Act and the applicable published Rules and Regulations with respect to the Company and stating, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given or incorporated in the International Prospectus, as of a date not more than five Business Days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by its letter delivered to you concurrently with the execution of this Agreement, and confirming the conclusions and findings set forth in such prior letter. (f) Since the latest date as of which such condition is set forth in the Registration Statement, the Preliminary Prospectus and the Prospectuses, there shall have been no material adverse change in the condition, financial or otherwise, or the earnings, affairs or business prospects of the Company and its subsidiaries considered as a whole, except as set forth in, or clearly contemplated by, the Registration Statement, any Preliminary Prospectuses and the Prospectuses. 21 (g) On the Closing Date there shall have been furnished to you the opinion of (addressed to the U.S. Underwriters) of Willkie Farr & Gallagher, counsel for the Company, dated the Closing Date and in form and substance satisfactory to counsel for the International Managers, to the effect that: (i) The Registration Statement is effective under the Securities Act; any required filing of the Prospectuses and any supplements thereto pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best of such counsel's knowledge, no stop order suspending its effectiveness has been issued, and such counsel does not know of any proceeding for that purpose pending or threatened by the Commission. (ii) At the time the Registration Statement became effective, the Registration Statement (other than the financial statements and the notes thereto and the supporting schedules and other financial and statistical data derived therefrom included or incorporated by reference therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations, and the documents incorporated by reference therein, at the time they were filed with the Commission, complied as to form in all material respects with the Exchange Act and the applicable Rules and Regulations (except as aforesaid). (iii) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York and has full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. (iv) This Agreement has been duly and validly authorized, executed and delivered by the Company. (v) No authorization, approval, consent or other instrument or order of any federal or state court or federal or state governmental authority or agency is required in connection with the sale of the Shares to the International Managers, except such as have been obtained under the Securities Act, the Exchange Act and the Rules and Regulations thereunder, and except for 22 such as may be required under state or foreign securities laws; and the execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of the provisions of the charter or by-laws of the Company, or, to the best knowledge and information of such counsel, any applicable law, administrative regulation or administrative or court decree. (vi) The authorized capital stock of the Company conforms to the description thereof contained in the Preliminary Prospectuses and the Prospectuses. (vii) The Shares have been duly authorized for listing on the New York Stock Exchange. (viii) The Shares are duly authorized, validly issued, fully paid and nonassessable and the certificates for the Shares are in valid and sufficient form. (ix) Such counsel also shall state that nothing has come to their attention that would lead such counsel to believe that the Registration Statement (other than the financial statements and the notes thereto and the supporting schedules and other financial and statistical data derived therefrom included or incorporated by reference therein, as to which no opinion need be rendered), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectuses at the date hereof and at the Closing Date included an untrue statement of a material fact or omitted 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. (h) On the Closing Date there shall have been furnished to you the opinion (addressed to the U.S. Underwriters) of Michael B. Targoff, Esq., Senior Vice President and Secretary of the Company, dated the Closing Date and in form and substance satisfactory to counsel for the U.S. Underwriters, to the effect that: (i) The Company has been duly incorporated, is validly existing as a corporation in good standing 23 under the laws of the State of New York and has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement. (ii) To the best of such counsel's knowledge and information, the Company is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of properties requires such qualification or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company and its subsidiaries considered as a whole, or on the earnings, assets, affairs or business prospects of the Company and its subsidiaries considered as a whole). (iii) Each Significant Subsidiary of the Company, each of which shall be identified in such opinion, has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement; and is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of properties requires such qualification or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company and its subsidiaries considered as a whole, or on the earnings, assets, affairs of business prospects of the Company and its subsidiaries considered as a whole); and all the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued and is fully paid and nonassessable, and, except to the extent set forth in the Registration Statement, all such capital stock owned by the Company is, to the best of such counsels knowledge and information, owned free and clear of any pledge, lien, encumbrance, claim or equity. (iv) This Agreement and the U.S. Underwriting Agreement have been duly and validly authorized, executed and delivered by the Company. 24 (v) To the best of such counsel's knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company or any subsidiary is a party or to which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material with respect to the Company and its subsidiaries considered as a whole. (vi) To the best of such counsel's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, deeds of trust, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, the descriptions thereof or references thereto are correct in all material respects, and no default exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, deed of trust, lease or other instrument so described, referred to, filed or incorporated by reference. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body is required in connection with the sale of the Shares, except such as have been obtained under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the securities or Blue Sky laws of certain jurisdictions or the laws of any country other than the United States; and the execution, delivery and performance of this Agreement and the U.S. Underwriting Agreement, the consummation of the transactions herein and therein contemplated, will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the property or assets of the Company or its subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, deed of 25 trust, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or the By-laws, in each case as amended, of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (viii) To the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, contemplated under the Securities Act. (ix) The authorized capital stock of the Company conforms to the description thereof contained in the Registration Statement, and all the outstanding shares of capital stock of the Company including the Shares have been duly and validly authorized and issued and are fully paid and nonassessable; there are no preemptive or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of the Shares pursuant to the Company's Certificate of Incorporation or By-laws, in each case as amended, or, to the knowledge of such counsel, pursuant to any agreement or other instrument to which the Company or its subsidiaries is a party or by which any of them may be bound; and neither the filing of the Registration Statement nor the offering of the Shares as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any other shares of Common Stock. (x) The Registration Statement, the Prospectuses and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations thereunder (except, in each case, for the financial statements and other financial data contained or incorporated therein, as to which no opinion need be expressed), and the documents incorporated by reference therein, at the time they were filed with the Commis- 26 sion, complied as to form in all material respects with the Exchange Act and the applicable Rules and Regulations thereunder (except as aforesaid). In passing upon the form of the Registration Statement, the Prospectuses and the documents incorporated by reference therein, such counsel has necessarily assumed the correctness and completeness of the statements made or included therein and takes no responsibility therefor, except insofar as such statements relate to the opinions set forth above or relate to such counsel. Such counsel shall state that, in the course of the preparation of the Registration Statement and the Prospectuses, he has participated in conferences with certain officers of the Company, and that his examination of the Registration Statement and the Prospectuses and discussions in the above-mentioned conferences did not disclose to him any information which gave him reason to believe that the Registration Statement (except for the financial statements and other financial data contained or incorporated therein, as to which no opinion need be expressed), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectuses (except as aforesaid), on the date hereof and on the Closing Date, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) On the Closing Date, there shall have been furnished to you the opinion of counsel for each of the Selling Stockholders (addressed to the International Managers), dated the Closing Date in form and substance satisfactory to the International Managers to the effect that: (i) Each Selling Stockholder has full right, power and authority to enter into this Agreement and the U.S. Underwriting Agreement and to perform its obligations hereunder and thereunder. (ii) This Agreement and the U.S. Underwriting Agreement have each been duly authorized, executed and delivered by or on behalf of each Selling Stockholder. 27 (iii) The execution, delivery and performance of this Agreement and the U.S. Underwriting Agreement by each Selling Stockholder and the consummation by each Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation in any material respect of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which each Selling Stockholder is a party or by which each Selling Stockholder is bound or to which any of the property or assets of each Selling Stockholder is subject, nor will such actions result in any violation in any material respect of the provisions of the partnership agreement of each Selling Stockholder or any statute or any order, rule or regulation known to such counsel of any court or governmental agency having jurisdiction over each Selling Stockholder or the property or assets of each Selling Stockholder; and no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency is required for the execution, delivery and performance of this Agreement and the U.S. Underwriting Agreement by each Selling Stockholder and the consummation by each Selling Stockholder of the transactions contemplated hereby and thereby, except the registration under the Securities Act of the Shares, such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the shares by the International Managers or as may be required by the laws of any country other than the United States, and amendments to filings made under the Exchange Act. (j) On or prior to the Closing Date, you shall have received from Cravath, Swaine & Moore, counsel for the International Managers, such opinion or opinions and letter or letters with respect to corporate proceedings by the Company, the form of the Registration Statement and the International Prospectus (other than financial statements and other financial data), the validity of the Shares and other related matters as you may reasonably request, and such counsel shall have received such documents and information as they request to enable them to pass upon such matters. 28 (k) Each Selling Stockholder shall have furnished to the Lead Manager on the Closing Date a certificate, dated the Closing Date, signed by, or on behalf of, each Selling Stockholder stating that the representations, warranties and agreements of the Selling Stockholder contained herein are true and correct in all material respects as of the Closing Date and that the Selling Stockholder has complied in all material respects with all agreements contained herein to be performed by the Selling Stockholder at or prior to the Closing Date. Each of Willkie Farr & Gallagher, Michael B. Targoff, Esq., and Cravath, Swaine & Moore, in rendering their respective opinion or opinions, may rely as to matters of fact, to the extent they deem proper and specify in such opinion or opinions, on certificates of responsible officers of the Company and its subsidiaries and public officials. Each of Willkie Farr & Gallagher, Michael B. Targoff, Esq., and Cravath, Swaine & Moore may limit their opinions to matters relating to United States federal laws and the laws of the State of New York. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to you and to counsel for the International Managers. The Company shall furnish to you conformed copies of such opinions, certificates, letters and other documents in such number as you shall reasonably request. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, this Agreement and all obligations of the International Managers hereunder may be cancelled at, or at any time prior to, each Closing Date, by you. Any such cancellation shall be without liability of the International Managers to the Company. Notice of such cancellation shall be given the Company in writing, or by telecopy or telephone and confirmed in writing. 9. Indemnification and Contribution. (a) The Company shall --------------------------------- indemnify and hold harmless each International Manager against any loss, claim, damage or liability (or any action in respect thereof), joint or several, to which such International Manager may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 29 Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented or in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any of or all the Shares under the securities laws thereof (any such application, document or information being hereinafter referred to as a "Blue Sky Application") or (ii) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each International Manager promptly after receipt of invoices from such International Manager for any legal or other expenses as reasonably incurred by such International Manager in connection with investigating, preparing to defend or defending against or appearing as a third- party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; provided, however, that the Company shall not be liable under this -------- ------- Section 9(a) in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Lead Managers by or on behalf of any International Manager specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented, or any Blue Sky Application, or (y) the sole fact that the International Manager failed to send or give a copy of the Prospectus, as the same may be amended or supplemented (but excluding documents incorporated by reference), to a person purchasing securities, within the time required by applicable law, if the delivery of the Prospectus (as so amended or supplemented) would have cured the defect giving rise to the claim, unless the Company failed to comply with its obligations under Section 6(b) of this Agreement. (b) Each Selling Stockholder agrees, severally but not jointly, to indemnify and hold harmless each International Manager to the same extent as the foregoing indem- 30 nity from the Company to each International Manager, but only with reference to written information related to such Selling Stockholder furnished to the Company by or on behalf of the Selling Stockholders specifically for inclusion in the documents referred to in the foregoing indemnity. (c) Each International Manager severally, but not jointly, shall indemnify and hold harmless the Company and the Selling Stockholders against any loss, claim, damage or liability (or any action in respect thereof) to which the Company or any Selling Stockholder may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented, or in any Blue Sky Application or (ii) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, any Prospectus or the Registration Statement or any Prospectus as amended or supplemented, or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Company and the Selling Stockholders promptly after receipt of invoices from the Company or any Selling Stockholder for any legal or other expenses as reasonably incurred by the Company or any Selling Stockholder in connection with investigating, preparing to defend or defending against or appearing as a third- party witness in connection with any such loss, claim, damage, liability or action notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; provided, however, that such indemnification or reimbursement shall be -------- ------- available in each such case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through you by or on behalf of such International Manager specifically for use in the preparation thereof. (d) Promptly after receipt by any indemnified party under subsection (a), (b) or (c) above of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify 31 the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure so to notify the indemnifying party -------- ------- shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been prejudiced in any material respect by such failure or from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against any indemnified party and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under such subsection for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except that the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel, if the use of counsel chosen by the indemnifying party to represent the indemnified party would in the indemnified party's reasonable judgment present such counsel with a conflict of interest or the indemnified party reasonably determines that there may be legal defenses available to it which are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties. 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. The indemnifying party shall not, without the prior consent of the indemnified party, which consent will not be unreasonably withheld, enter into any settlement of a lawsuit, claim or other proceeding unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of the indemnified party. 32 (e) If the indemnification provided for in this Section 9 is unavailable to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders, on the one hand, and the International Managers, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (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 (i) above but also the relative fault of the Company and the Selling Stockholders, on the one hand, and the International Managers, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, or actions in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders, on the one hand, and the International Managers, on the other hand, shall be deemed to be in the same proportion as the total proceeds from the offering of the Shares (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Stockholders, on the one hand, bear to the total underwriting discounts and commissions received by the International Managers, on the other hand, in each case as set forth in the table on the cover page of the International Prospectus (with the estimated expenses allocated pro rata among the Shares and the U.S. Shares). Relative fault 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 the Company, the Selling Stockholders or the International Managers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Selling Stockholders and the International Managers agree that it would not be just and equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation (even if the International Managers 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 in the first sentence of this subsection (e). The amount paid by 33 an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), (i) no International Manager 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 which such International Manager has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no Selling Stockholder shall be required to contribute any amount in excess of the amount by which the total price at which the Shares of such Selling Stockholder were offered to the public (less underwriting discounts and commissions) exceeds the amount of damages which such Selling Stockholder has otherwise been required to pay by reason of such untrue statement 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 International Managers' obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint. Each party entitled to contribution agrees that upon the service of a summons or other initial legal process upon it in any action instituted against it in respect of which contribution may be sought, it shall promptly give written notice of such service to the party or parties from whom contribution may be sought, but the omission so to notify such party or parties of any such service shall not relieve the party from whom contribution may be sought for any obligation it may have hereunder or otherwise (except as specifically provided in subsection (d) hereof). Each Selling Stockholder's obligation to contribute pursuant to this Section 9(e) is several, based on the proportion that the proceeds of the offering received by such Selling Stockholder bears to the total proceeds of the offering received by all Selling Stockholders, and not joint. (f) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have, and shall extend, upon the same 34 terms and conditions, to each person, if any, who controls any International Manager within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder; the obligations of the Selling Stockholders under this Section 9 shall be in addition to any liability which the Selling Stockholders may otherwise have, and shall extend, upon the same terms and conditions to each person who controls any International Manager within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder; and the obligations of the International Managers under this Section 9 shall be in addition to any liability that the respective International Managers may otherwise have, and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) or general partner of any Selling Stockholder, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder. (g) The Company and the Selling Stockholders understand and agree that, as among themselves, (i) the indemnification, contribution and related agreements entered into by such parties are as set forth in the Standstill Agreement and shall remain in full force and effect, (ii) no provision of this Agreement affects or alters in any way the indemnification, contribution or other obligations (whether or not related to indemnification or contribution matters) of such parties under the Standstill Agreement and (iii) in the event of any inconsistency between any provision of this Agreement and the Standstill Agreement, the relevant provision or provisions of the Standstill Agreement shall control. 10. Effective Date and Termination. (a) This Agreement shall become ------------------------------- effective at 11:00 A.M., New York City time, on the first full Business Day following the date hereof, or at such earlier time after the Registration Statement becomes effective as you shall first release the Shares for sale to the public. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or the Selling Stockholders by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter pro- 35 vided to the Company and the Selling Stockholders, except that the provisions of Section 6(g) and Section 9 shall at all times be effective. For purposes of this Agreement, the release of the offering of the Shares for sale to the public shall be deemed to have been made when you release, by telecopy or otherwise, firm offers of the Shares to securities dealers or release for publication a newspaper advertisement relating to the Shares, whichever occurs first. (b) Until the Closing Date, this Agreement may be terminated by you in your absolute discretion by giving notice as hereinafter provided to the Company and the Selling Stockholders if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform in all material respects any agreement on its part to be performed hereunder, (ii) any other condition of the International Managers' obligations hereunder is not fulfilled, (iii) trading in the Common Stock of the Company is suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction, (iv) a banking moratorium is declared by either Federal or New York State authorities or (v) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States, or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be such, as to, in your judgment, make it inadvisable or impracticable to proceed with the delivery of the Shares. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, the Selling Stockholders or any International Manager, except as otherwise provided in Sections 6(g) and 9 hereof. Any notice referred to above may be given at the address specified in Section 12 hereof in writing or by telecopy or telephone, and if by telecopy or telephone, shall be immediately confirmed in writing. 11. Survival of Certain Provisions. The agreements contained in ------------------------------- Section 9 hereof and the representations, warranties and agreements of the Company contained in 36 Sections 2 and 6 hereof and the Selling Stockholders contained in Sections 3 and 7 hereof shall survive the delivery of the Shares to the International Managers hereunder and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 12. Notices. Except as otherwise provided in the Agreement, (a) -------- whenever notice is required by the provisions of this Agreement to be given to the Company, such notice shall be in writing or by telecopy addressed to the Company at 600 Third Avenue, New York, New York 10016, Attention: Michael B. Targoff, Esq., Senior Vice President and Secretary; (b) whenever notice is required by the provisions of this Agreement to be given to the Selling Stockholders, such notice shall be in writing or by telecopy addressed to the Selling Stockholders c/o Lehman Brothers Holdings Inc., 3 World Financial Center, 200 Vesey Street, New York, New York 10205, Attention: Alan H. Washkowitz and Julie T. Katzman; and (c) whenever notice is required by the provisions of this Agreement to be given to the several International Managers, such notice shall be in writing or by telecopy addressed to you, in care of Lehman Brothers International (Europe), One Broadgate, London EC2M 7HA, England, Attention: Syndicate Department. 13. Information Furnished by International Managers. The Company and -------------------------------------- --------- the International Managers severally confirm that the statements set forth in the last paragraph of the cover page with respect to the public offering of the Shares and under the caption "Underwriting" (except the last paragraph thereof) in any Preliminary Prospectus and in the Prospectuses are correct and constitute the written information furnished by or on behalf of any International Manager referred to in paragraph (b) of Section 2 hereof and in paragraphs (a), (b) and (c) of Section 9 hereof. 14. Parties. This Agreement shall inure to the benefit of and be -------- binding upon the several International Managers, the Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control within the meaning of the Securities Act or 37 the Exchange Act or the Rules and Regulations thereunder any International Manager who offers or sells any Shares in accordance with the terms of the Agreement Between U.S. Underwriters and International Managers and for the benefit of any U.S. Underwriter (and controlling persons thereof) who offers or sells any Shares in accordance with the terms of the Agreement Between U.S. Underwriters and International Managers and (b) the indemnity agreement of the International Managers contained in Section 9 hereof shall be deemed to be for the benefit of directors of (i) the Company, officers of the Company who signed the Registration Statement and any person controlling the Company within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder and (ii) the Selling Stockholders, each partner thereof and any person controlling any Selling Stockholder within the meaning of the Securities Act or the Exchange Act or the Rules and Regulations thereunder. Nothing in this Agreement shall be construed to give any person, other than the persons referred to in this paragraph, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. The term "successors," as used in this Agreement, shall not include any purchaser of any of the Shares from any of the International Managers merely by reason of such purchase. 15. Governing Law. This Agreement shall be governed by and construed -------------- in accordance with the laws of the State of New York. 16. Counterparts. This Agreement may be signed in one or more ------------- counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Please confirm, by signing and returning to us two counterparts of this Agreement, that you are acting on behalf of yourselves and the several International Managers 38 and that the foregoing correctly sets forth the Agreement among the Company, the Selling Stockholders and the several International Managers. Very truly yours, LORAL CORPORATION, By: ------------------------------ Name: Title: LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P., as Selling Stockholder By: Lehman Brothers Merchant Banking Partners, Inc. By: ------------------------------ Name: Title: LEHMAN BROTHERS CAPITAL PARTNERS II, L.P., as Selling Stockholder By: Lehman Brothers II Investment Inc. By: ------------------------------ Name: Title: LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P., as Selling Stockholder 39 By: Lehman Brothers Offshore Partners Ltd. By: ------------------------------ Name: Title: LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP - JAPAN L.P., as Selling Stockholder By: Lehman Brothers Offshore Partners Ltd. By: ------------------------------ Name: Title: Confirmed and accepted as of the date first above mentioned: LEHMAN BROTHERS INTERNATIONAL (EUROPE) By: --------------------------- Authorized Representative SCHEDULE I International Underwriting Agreement dated June , 1995 Number of Shares to Be Selling Stockholder Sold - ------------------- ------------ Lehman Brothers Merchant Banking Portfolio Partnership L.P. .......... Lehman Brothers Capital Partners II, L.P. ................................ Lehman Brothers Offshore Investment Partnership L.P. .................... Lehman Brothers Offshore Investment Partnership - Japan L.P. ............ -------------- Total................................. 660,000 ============= SCHEDULE II International Underwriting Agreement dated June , 1995 Number of Shares to Be International Manager Purchased - --------------------- ------------ Lehman Brothers International (Europe).. ------------ Total................................... 660,000 ============ EX-3.1 4 RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF LORAL CORPORATION UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW We, the undersigned, Bernard L. Schwartz and Michael B. Targoff, being the Chairman of the Board and Secretary, respectively, of LORAL CORPORATION, do hereby certify: 1) The name of the corporation is LORAL CORPORATION. This Corporation was originally formed under the name LORAL ELECTRONICS CORPORATION. 2) The Certificate of Incorporation of LORAL ELECTRONICS CORPORATION was filed by the Department of State on February 24, 1948. A Certificate of Amendment of the Certificate of Incorporation of Loral Corporation was filed on October 18, 1993. 3) This Restated Certificate of Incorporation was authorized by the Board of Directors. 4) The Certificate of Incorporation as amended to change the post office address to which the Secretary of State shall mail copy of process against the corporation is hereby restated as amended to read as herein set forth: FIRST: The name of the Corporation is LORAL CORPORATION. SECOND: The purposes for which said Corporation is to be formed are as follows: (a) To manufacture, assemble, install, buy, sell, design, patent, develop, export, import, exchange, repair and in any and every other way deal in radio, radio sets and receivers, television, television sets and receivers, amplifiers, sound equipment of any kind or nature whatsoever, devices, machinery, machine parts, tools, dies, engines, motors, appliances and any equipment directly or indirectly related to same and any parts or supplies of any of the above, whether made wholly or partly from metals or from any other material whatsoever, whether operated by electricity or by any other power, cause, or action. (b) To acquire, hold, maintain and operate all real estate, plants, machinery, warehouses, apparatus, equipment, franchises, licenses, and permits and do all other things requisite to the prosecution of such business. (c) To buy, lease or otherwise acquire the good will, franchises, rights and property of any corporation, person, firm, or association engaged in the same or similar line of business, and to pay for the same in cash, property, the stock or bonds of this company or otherwise, and to hold or in any manner dispose of, the whole or any part of the property so acquired; to conduct, carry on, operate, manage, control, improve and develop the whole or any part of any business or property so acquired, in the name of this Corporation, provided that such business is one that may be carried on by a corporation organized under the act under which this company is incorporated, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (d) To sell or exchange all or any part of the property, assets, good will and undertaking of the company, and to accept in payment or exchange therefor, the stocks, bonds, or other securities of any other corporation, either domestic or foreign. (e) To borrow or raise money for the purpose of the company, to secure the same and any interest therein, and for that purpose or any other purpose, subject to the provisions and restrictions hereinafter set forth, to mortgage and charge all or any part of the present or after- acquired property-rights, or rights and franchises of the company, and to issue notes, bonds, debentures and other evidences of indebtedness. 2 (f) To use the surplus profits of said Corporation for the purchase of any of the shares of its capital stock, provided, however, that the capital stock shall not be reduced except in accordance with the requirements of the statue. (g) To do all and everything necessary, suitable, useful or proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, as principal or agent, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to, or growing out of, or connected with, any of the aforesaid purposes, objects or powers, or any part or parts thereof, and to do any such acts or things to the same extent and as fully as natural persons might or could do in any part of the world. (h) To purchase, sell, lease, manufacture, deal in and deal with every kind of goods, wares and merchandise and every kind of personal property, including patents and patent rights, chattels, easements, privileges and franchises which may lawfully be purchased, sold, produced or dealt in by corporations under the statues of the State of New York. (i) To enter into, make, perform and carry out contracts of every kind, which may be necessary for or incidental to the business of the Corporation, with any person, firm, corporation, private, public or municipal, body politic, under the government of the United States, or any territory, district, protectorate, dependency or insular or other possession or acquisition of the United States, or any foreign government, so far as, and to the extent that the same may be done and performed by a corporation organized under the Stock Corporation Law. (j) This Corporation shall have the power to conduct its business in all branches in the 3 State of New York or any other State of the United States and in all foreign countries and generally to do all acts and things and to exercise all the powers, now or hereafter authorized by law, necessary to carry on the business of this Corporation or to promote any of the objects for which this Corporation is formed. (k) The objects and powers specified in any clause contained in this Article, shall, except where otherwise expressed, be in no wise limited or restricted by reference to or interference from the terms of any other clause of this Article or any other Article of this Certificate; but the objects and powers specified in each of the clauses of this Article shall be regarded as independent objects, purposes and powers. (l) To acquire by purchase or otherwise hold, lease, own, improve, sell, convey, exchange, mortgage and otherwise deal or trade in and dispose of real property and any estate, interest or rights therein; to lend money on bonds secured by mortgage on real and personal property or otherwise; to erect, construct, alter, maintain and improve houses and buildings of every description on any lands of the Corporation or upon any other lands, and to re-build, alter and improve existing houses and buildings thereon. (m) The foregoing enumeration of specific powers shall not be held to limit or restrict in any manner, the general powers of the company, and the enjoyment thereof, as conferred by the Laws of the State of New York upon corporations organized under the provisions of the act under which this company is incorporated. THIRD: The total number of shares which the Corporation shall have authority to issue is 152,000,000 of which 150,000,000 shares shall be Common Stock having a par value of Twenty-Five Cents ($.25) each, and 2,000,000 shares 4 shall be Preferred Stock having a par value of One Dollar ($1.00) each. The relative powers, preferences and rights and the qualifications, limitations and restrictions on the shares of each class of stock are as follows: (1) The Preferred Stock may be issued in one or more series from time to time with such distinctive serial designations as may be stated or expressed in the resolutions providing for the issue of such stock from time to time adopted by the Board of Directors; and in such resolution providing for the issue of shares of each particular series, the Board of Directors is expressly authorized to fix: (a) the annual dividend rate of the particular series, if any, whether the dividends shall be cumulative or non-cumulative and, if such dividends shall be cumulative, the date from which they shall be cumulative; (b) the redemption and liquidation prices for the particular series; (c) the voting power, if any, for the particular series and the terms and conditions under which such voting power may be exercised, provided that the shares of all series having voting power shall not have more than one vote each; (d) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund or fund of a similar nature or otherwise and the terms and conditions of such obligation; and (e) the terms and conditions, if any, upon which shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes, including the price or prices or the rate or rates 5 of conversion or exchange and the terms of adjustment, if any. (2) In case the stated dividends and the amounts payable on liquidation to the holders of the Preferred Stock are not paid in full, the shares of all series of such Preferred Stock shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. (3) The holders of the Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of surplus legally available for the payment of dividends, preferential dividends in cash at, but not exceeding, the annual rate fixed for each particular series at the time of the original authorization of the issue of the shares of the particular series, payable quarter-yearly on the fifteenth day of January, April, July and October in each year. The holders of the Preferred Stock shall not be entitled to receive any dividends thereon other than the dividends referred to in this subdivision (3). (4) So long as any of the Preferred Stock remains outstanding, in no event shall any dividend whatever, whether in cash, stock, or otherwise, be paid or declared, or any distribution be made on the Common Stock, nor shall any shares of the Common Stock be purchased, retired, or otherwise acquired for a consideration by the Corporation (a) unless the full dividends on the Preferred Stock for all past quarter-yearly dividend periods from the respective 6 date or dates dividends became cumulative thereon, shall have been paid and the full dividend thereon for the then current quarter-yearly dividend period shall have been paid or declared and a sum sufficient for the payment thereof set apart, (b) unless, if any time the Corporation is obligated to retire shares of any series of Preferred Stock pursuant to a sinking fund or fund of a similar nature, all arrears, if any, in respect of the retirement of the Preferred Stock of all such series shall have been made good and (c) except out of surplus legally available at the time for payment of such dividends or for the purchase of such stock. Subject to the foregoing provisions, and not otherwise, such dividends (payable in cash, stock, or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time out of the remaining surplus of the Corporation, and the Preferred Stock shall not be entitled to participate in any such dividend, whether payable in cash, stock, or otherwise. (5) The Corporation, at the option of the Board of Directors, may redeem any one or more series at the time outstanding of the Preferred Stock, in whole at any time or in part from time to time, upon notice duly given as hereinafter specified, by paying therefor the applicable redemption price fixed at the time of the original authorization of the issue of shares of such respective series for the shares thereof, together with a sum, in the case of each share so to be redeemed, computed at the annual dividend rate for the series of which the particular share is a part, from the date on which dividends on such shares became cumulative to the date fixed for such redemption, less the aggregate amount of all dividends theretofore and on such redemption date paid thereon. 7 Notice of every such redemption of the Preferred Stock shall be given by publication at least once in each of two successive calendar weeks in a daily newspaper printed in the English language and published and of general circulation in the City of New York, New York, the first publication to be at least thirty days prior to the date fixed for such redemption. At least thirty days' previous notice of every such redemption shall also be mailed to the holders of record of the shares to be redeemed at their respective addresses as the same shall appear on the books of the Corporation, and if such notice has been given as herein provided, the failure of any holder to receive such notice shall not affect the validity of the proceedings for the redemption of any share so to be redeemed. In case of redemption of only part of any series of the Preferred Stock at any time outstanding, the Corporation shall designate by lot the shares so to be redeemed. Subject to the limitations and provisions herein contained, the Board of Directors shall have full power and authority to prescribe the manner in which the drawings by lot shall be conducted and the terms and conditions upon which the Preferred Stock shall be deemed from time to time. If such notice of redemption shall have been given as hereinbefore provided, and if on or before the redemption date specified therein the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, all shares of the Preferred 8 Stock so called for redemption shall no longer be deemed to be outstanding on and after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on redemption thereof, without interest, and the right to exercise, on or before the date fixed for redemption, privileges of conversion or exchange, if any, not theretofore expiring. Provided, however, in the alternative, that if such notice of redemption shall have been duly given as hereinbefore provided or if the Corporation shall have given to the bank or trust company hereinafter referred to irrevocable authorization to give or complete such notice as hereinbefore provided, and if prior to the redemption date specified therein the funds necessary for such redemption shall have been deposited by the Corporation with a bank or trust company in good standing, designated in such notice, organized under the laws of the United States of America or of the State of New York, doing business in the City of New York, New York, having a capital surplus and undivided profits aggregating at least $5,000,000 according to its last published statement of condition, in trust to be applied to the redemption of the shares so called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit all shares of the Preferred Stock so called for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive from such bank or trust company at any time after 9 the time of such deposit the funds so deposited, without interest, and the right to exercise, on or before the date fixed for redemption, privileges of conversion or exchange, if any, not theretofore expiring. Any funds so deposited which shall not be required for such redemption because of the exercise of any such right of conversion subsequent to the date of such deposit shall be returned to the Corporation forthwith. Any interest accrued on any funds so deposited shall be paid to the Corporation from time to time. Any funds so set aside or deposited, as the case may be, and unclaimed at the end of six years from such redemption date shall be released or repaid to the Corporation, after which the holders of the shares so called for redemption shall look only to the Corporation for payment thereof. Shares of any series of Preferred Stock so redeemed may thereafter, in the discretion of the Board of Directors, be reissued at any time or from time to time to the extent and in any manner not or hereafter permitted by law, except as may be otherwise provided in the resolution or resolutions of the Board of Directors providing for the issue of shares of any such series. (6) In the event of a liquidation, dissolution or winding up the affairs of the Corporation, whether voluntary or involuntary, then, before any distribution or payment shall be made to the holders of the Common Stock, the holders of each series of the Preferred Stock shall be entitled to be paid in cash the applicable liquidation price per share fixed at the time of the original authorization of the issue of shares of each such respective series and, in the case of each share of the Preferred Stock having 10 cumulative dividend rights, an amount, computed at the annual dividend rate for the series of which the particular share is a part, from the date on which dividends on such share became cumulative to the date fixed for such distribution or payment, less the aggregate amount of all dividends theretofore and on such distribution or payment date paid thereon. If such payment shall have been made in full to the holders of the Preferred Stock, the remaining assets and funds of the Corporation shall be distributed among the holders of the Common Stock according to their respective shares. FOURTH: No holder of stock of the Corporation shall have any right as such holder to subscribe for or acquire from the Corporation any stock, whether such stock be a part of the presently authorized stock or a part of any future increase thereof, or any bonds, notes, debentures, or other securities convertible into stock of the Corporation which the Corporation may from time to time issue; and the Corporation shall have the right from time to time, without offering the same to the holders of such stock of any class then outstanding, to issue and sell shares of its stock of any class or any such bonds, notes, debentures or other securities convertible into stock to such person or persons as its Board of Directors from time to time shall determine. As used in this section, the expression "securities convertible into stock" shall be deemed to include all bonds, notes, debentures or other evidence of indebtedness to which are attached, or with which are issued, warrants or other instruments evidencing the right to purchase or otherwise acquire shares of stock of the Corporation. FIFTH: The office of the Corporation is to be located in the City of New York, County of New York, State of New York. 11 SIXTH: The duration of the Corporation shall be perpetual. SEVENTH: The number of its Directors shall be as set forth in the By-Laws of this Corporation but shall at no time be less than 3 nor more than 11. At the 1985 annual meeting of stockholders, the directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1986 annual meeting of stockholders, the term of office of the second class to expire at the 1987 annual meeting of stockholders, and the term of office of the third class to expire at the 1988 annual meeting of stockholders. Increases or decreases in the total number of authorized directors shall be allocated among the classes of directors, so as to retain the number of directors in each class as nearly equal in number as possible. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election; directors elected to fill a vacancy shall be elected for a term equal to the remaining term of office of the class to which such directors shall have been elected. Subject to the rights of then-outstanding holders of any class or series of the capital stock of the Corporation entitled to vote generally in the election of directors (hereinafter in this Article SEVENTH and paragraph (1)(a) of Article NINTH of this Certificate of Incorporation such stock is referred to as the "Voting Stock"), newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, 12 disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next regular annual meeting of stockholders at which directors are to be elected. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director. Subject to the rights of the holders of any class or series of the Voting Stock then-outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by resolution adopted by the directors or by the affirmative vote of the holders of at least 80 percent of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote, but not in derogation of any special vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation, of any designation of the rights, powers and preferences of any class or series of Preferred Stock made pursuant to Article THIRD of this Certificate of Incorporation ("Preferred Stock Designation"), the affirmative vote of the holders of at least 80 percent of the voting power of all of the then-outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article SEVENTH, unless such alteration, amendment or repeal has been first approved by a resolution adopted by the Board of Directors. 13 EIGHTH: The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process in any action or proceeding against it may be served, and the address to which the Secretary of State shall mail a copy of such process served upon him is 600 Third Avenue, New York, New York 10016. NINTH: The following provisions are inserted for the regulation of the business and conduct of the affairs of the Corporation and it is expressly provided that they are intended to be in furtherance and not in limitation or exclusion of the powers conferred by statute: (1) The Board of Directors of the Corporation shall have power among other things: (a) To make, alter, amend and repeal the By-Laws of this Corporation, subject to the power of the holders of the Voting Stock to alter, amend or repeal the By-Laws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition of any affirmative vote of the holders of any particular class or series of the capital stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least 80 percent of the voting power of all of the then- outstanding shares of the Voting Stock, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the By-Laws which is to the same effect as Article SEVENTH of this Certificate of Incorporation, or which establishes the manner in which a special meeting of the stockholders of this Corporation may 14 be called, or which prescribes the manner in which the By-Laws may be amended, or (ii) alter, amend or repeal any provision of this proviso to this paragraph (1)(a) of Article NINTH, unless such alteration, amendment or repeal has been first approved by the Board of Directors. (b) From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation (other than the stock book), or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right, except as conferred by statute, to inspect any account, book or document of the Corporation unless expressly so authorized by resolution of the Board of Directors or the stockholders. (c) From time to time to fix and determine and to vary the amount of the working capital of the Corporation, to direct and determine whether any, and if any, what part, of the surplus or net profits of the Corporation shall be declared in dividends and paid to the stockholders, and to set apart any of the funds of the Corporation otherwise available for dividends as a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. (d) By resolution passed by a majority of the whole Board of Directors, to designate three or more of its members to constitute an Executive Committee, which, to the extent provided in said resolution or in the By-Laws of the Corporation, shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the Corporation as may be lawfully delegated. 15 (2) In the absence of fraud, no contract or other transaction between the Corporation and any other corporation and no act of the Corporation shall in any way be invalidated or otherwise affected by the fact that any of the Directors of the Corporation are pecuniarily or otherwise interested in, or are directors or officers of, such other corporation. Any Director of the Corporation, individually, or any firm or association of which any Director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the Corporation, provided that the fact that he, individually, or such firm or association is so interested shall be disclosed or shall have been known to the Board of Directors, or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction shall be taken; and any Director of the Corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors or of any committee of the Corporation which is authorizing any such contract or transaction, and may vote thereat to authorize any such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested. Any contract, transaction or act of the Corporation or of the Directors or of any committee, which shall be ratified by a majority of a quorum of the stockholders of the Corporation at any annual meeting, or at any special meeting called for such purpose, shall, in so far as permitted by law, be as valid and as binding as though ratified by every stockholder of the Corporation. 16 (3) Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Director, officer or employee of the Corporation or of any corporation for which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, Director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director, officer or employee may be entitled apart herefrom. Any amount payable by way of indemnity, whether the action, suit or proceeding reaches final judgment, or is settled with court approval before final judgment, shall be determined and paid in accordance with the then applicable provisions of the statues of the State of New York; provided, however, that if such amount is paid otherwise than pursuant to court order or action by the stockholders, the Corporation shall within eighteen months from the date of such payment mail to its stockholders of record at the time entitled to vote for the election of Directors a statement specifying the persons paid, the amounts of the payments and the final disposition of the litigation. 17 IN WITNESS WHEREOF, we have signed this Restated Certificate of Incorporation on the 30th day of May, 1995, and we affirm the contents therein as true under penalties of perjury. /s/ Bernard L. Schwartz /s/ Michael B. Targoff - ------------------------- ------------------------ Bernard L. Schwartz Michael B. Targoff Chairman Secretary 18 EX-5 5 OPINION ON WILLKIE FARR & GALLAGHER EXHIBIT 5 [WF&G LETTERHEAD] May 31, 1995 Loral Corporation 600 Third Avenue New York, New York 10016 Re: Registration Statement on Form S-3 with respect to 3,314,960 Shares of Common Stock of Loral Corporation --------------------------------------- Dear Sirs: We are acting as counsel for Loral Corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, and pursuant to the Company's Registration Statement on Form S-3, to be filed with the Securities and Exchange Commission on or about May 31, 1995 (the "Registration Statement"), covering a proposed sale by certain stockholders (the "Selling Stockholders") of a total of 3,314,960 shares of the Company's Common Stock, $0.25 par value per share (the "Common Stock"). The shares of Common Stock covered by the Registration Statement are to be sold by the Selling Stockholders to the U.S. Underwriter and the International Manager (each such term as defined in the Registration Statement) pursuant to a U.S. Underwriting Agreement and an International Underwriting Agreement, respectively, for resale as set forth more fully in the Registration Statement (all such shares being hereinafter referred to as the "Shares"). We have examined and are familiar with originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments relating to the incorporation of the Company and to the authorization and issuance of the Common Stock, and made such investigations of law as we have deemed necessary and advisable. Loral Corporation May 31, 1995 Page 2 Based upon the foregoing and having regard for such legal questions as we have deemed relevant, it is our opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable. No personal liability will attach to the holders of the Shares under the laws of the State of New York (wherein the Company is incorporated and has its principal place of business). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and consent to the reference to our firm under the caption "Legal Opinions" in the Registration Statement and in the Prospectus constituting a part thereof. We are members of the Bar of the State of New York and do not purport to be experts in, or to render any opinions with respect to, the laws of any state or jurisdiction other than the laws of the State of New York and the federal laws of the United States of America. Very truly yours, WILLKIE FARR & GALLAGHER EX-23.1 6 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statement of Loral Corporation and Subsidiaries on Form S-3 of our report dated May 11, 1995, which includes an explanatory paragraph regarding changes in 1993 in methods of accounting for income taxes and postretirement benefits other than pensions as discussed in Notes 6 and 9 to the consolidated financial statements, on our audits of the consolidated financial statements of Loral Corporation and Subsidiaries as of March 31, 1995 and 1994, and for the years ended March 31, 1995, 1994 and 1993, which report is incorporated by reference in this registration statement on Form S-3. We also consent to the reference to our firm under the caption "Experts". /s/ Coopers & Lybrand L.L.P. 1301 Avenue of the Americas New York, NY 10019 May 30, 1995 EX-23.2 7 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and the related Prospectus of Loral Corporation for the registration of 3,314,960 shares of its common stock and to the incorporation by reference therein of our report dated January 25, 1995, with respect to the combined financial statements of Unisys Defense Systems (a unit of Unisys Corporation), which is included in the Current Report on Form 8-K of Loral Corporation filed May 22, 1995 with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania May 30, 1995 EX-24 8 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- The undersigned, individually and in the capacity relative to Loral Corporation, a New York corporation, stated below, hereby appoints Michael P. DeBlasio, Robert V. LaPenta, Nicholas C. Moren, Michael B. Targoff and Eric J. Zahler, and each of them acting individually, to be his Attorney-in-Fact with full power of substitution to act in his name and on his behalf to sign and to file with the Securities and Exchange Commission this Registration Statement on Form S-3 in connection with the public offering of up to 3,500,000 shares of Loral Corporation Common Stock, par value $.25, including one or more amendments, including post-effective amendments, to such Registration Statement, which amendments may make such changes as such person deems appropriate, and to execute and deliver any agreements, instruments, certificates or other documents which such person shall deem necessary or proper in connection with the filing of such Registration Statement and generally to act for and in the name of the undersigned with respect to such filing as fully as could the undersigned if then personally present and acting. IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the date set opposite his respective name. /s/ Bernard Schwartz Chairman of the Board, May 30, 1995 - -------------------------- Chief Executive Officer Bernard L. Schwartz and Director /s/ Frank C. Lanza - -------------------------- Frank C. Lanza President and Director May 30, 1995 /s/ Howard Gittis - -------------------------- Howard Gittis Director May 30, 1995 /s/ Robert B. Hodes - -------------------------- Robert B. Hodes Director May 30, 1995 /s/ Gershon Kekst - -------------------------- Gershon Kekst Director May 30, 1995 /s/ Charles Lazarus - -------------------------- Charles Lazarus Director May 30, 1995 /s/ Allen Shinn - -------------------------- Allen Shinn Director May 30, 1995 /s/ Thomas J. Stanton, Jr. - -------------------------- Thomas J. Stanton, Jr. Director May 30, 1995 /s/ Daniel Yankelovich - -------------------------- Daniel Yankelovich Director May 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----