<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 1999
REGISTRATION NO. 333-77773
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GALILEO INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7375 36-4156005
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
9700 WEST HIGGINS ROAD, SUITE 400
ROSEMONT, ILLINOIS 60018
(847) 518-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY C. SWANAGAN, ESQ.
VICE PRESIDENT, LEGAL
GALILEO INTERNATIONAL, INC.
9700 WEST HIGGINS ROAD, SUITE 400
ROSEMONT, ILLINOIS 60018
(847) 518-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
JOEL S. KLAPERMAN, ESQ. JEFFREY SMALL, ESQ.
SHEARMAN & STERLING JOSEPH A. HALL, ESQ.
599 LEXINGTON AVENUE DAVIS POLK & WARDWELL
NEW YORK, NY 10022 450 LEXINGTON AVENUE
(212) 848-4000 NEW YORK, NY 10017
(212) 450-4000
</TABLE>
------------------------
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, please 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, other than securities offered only in connection with dividend or interest
reinvestment plans, please 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. [ ]
------------------------
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.
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<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-3
(Registration No. 333-77773) is being filed solely for the purpose of filing an
exhibit. Accordingly, the form of prospectus which forms a part of this
Registration Statement has been omitted from this filing.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be incurred in connection with the distribution of the
securities to be registered hereby are as follows:
<TABLE>
<CAPTION>
AMOUNT
TO BE PAID
----------
<S> <C>
Registration fee............................................ $ 499,028
NASD Filing fee............................................. 30,500
Transfer agent's fees....................................... 10,000
Printing and engraving expenses............................. 150,000
Legal fees and expenses..................................... 300,000
Accounting fees and expenses................................ 50,000
Blue Sky fees and expenses.................................. 10,000
Miscellaneous............................................... 50,472
----------
Total..................................................... $1,100,000
==========
</TABLE>
Each of the amounts set forth above, other than the Registration fee and
the NASD filing fee, is an estimate.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, in summary,
that directors and officers of Delaware corporations are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by the Company only as authorized
in each specific case upon a determination by the shareholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The registrant's certificate of incorporation
provides for such limitation of liability.
II-1
<PAGE> 4
The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) in
respect of certain unlawful dividend payments or stock redemptions or purchases;
or (iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Restated Certificate of Incorporation and Restated By-Laws
provide for indemnification of its directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.
The proposed forms of Underwriting Agreement filed as Exhibit 1 to this
registration statement provide for indemnification of directors and officers of
the registrant by the underwriters against certain liabilities.
In addition, the Company maintains liability insurance for its directors
and officers.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement
4.1 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-1 (Registration No. 333-27495)).
5.1* Opinion of Shearman & Sterling
23.1* Consent of KPMG LLP
23.2* Consent of Shearman & Sterling (included in Exhibit 5.1)
24.1* Power of Attorney (included on signature page)
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) 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 Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended) 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the registrant pursuant to the provisions described
in 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 Securities Act of 1933, as
amended, and is therefore unenforceable. In the event
II-2
<PAGE> 5
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 Securities Act of 1933, as amended, and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, as amended, the information omitted from the form of
prospectus filed as 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 of
1933, as amended, 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, as amended, each post-effective amendment that
contains a form of prospectus 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.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemont, State of Illinois, on the
25th day of May, 1999.
GALILEO INTERNATIONAL, INC.
By: /s/ JAMES E. BARLETT
------------------------------------
James E. Barlett
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES E. BARLETT Chairman, President and Chief May 25, 1999
- --------------------------------------------------- Executive Officer (principal
James E. Barlett executive officer)
/s/ PAUL H. BRISTOW Director, Senior Vice President, May 25, 1999
- --------------------------------------------------- Chief Financial Officer and
Paul H. Bristow Treasurer (principal financial/
accounting officer)
* Director May 25, 1999
- ---------------------------------------------------
Babetta R. Gray
* Director May 25, 1999
- ---------------------------------------------------
Graham W. Atkinson
* Director May 25, 1999
- ---------------------------------------------------
Frederic F. Brace
* Director May 25, 1999
- ---------------------------------------------------
David A. Coltman
Director
- ---------------------------------------------------
Wim Dik
* Director May 25, 1999
- ---------------------------------------------------
Mina Gouran
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director May 25, 1999
- ---------------------------------------------------
Thomas A. Mutryn
* Director May 25, 1999
- ---------------------------------------------------
Frank H. Rovekamp
* Director May 25, 1999
- ---------------------------------------------------
Georges P. Schorderet
* Director May 25, 1999
- ---------------------------------------------------
Derek M. Stevens
* Director May 25, 1999
- ---------------------------------------------------
Kenneth Whipple
*By: /s/ JAMES E. BARLETT
--------------------------------------------------
James E. Barlett
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement
4.1 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.2 to the Company's Registration Statement on
Form S-1 (Registration No. 333-27495))
5.1* Opinion of Shearman & Sterling
23.1* Consent of KPMG LLP
23.2* Consent of Shearman & Sterling (included in Exhibit 5.1)
24.1* Power of Attorney (included on signature page)
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
31,937,100 SHARES
GALILEO INTERNATIONAL, INC.
COMMON STOCK, $.01 PAR VALUE
UNDERWRITING AGREEMENT
May __, 1999
<PAGE> 2
May __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Dear Sirs and Mesdames:
Certain stockholders (the "SELLING STOCKHOLDERS") of Galileo
International, Inc., a Delaware corporation (the "COMPANY"), named in Schedule I
hereto severally propose to sell to the several Underwriters (as defined below)
an aggregate of 31,937,100 shares of the common stock, par value $.01 per share,
of the Company (the "FIRM SHARES"), each Selling Stockholder selling the number
of shares set forth opposite such Selling Stockholder's name in Schedule I
hereto.
It is understood that, subject to the conditions hereinafter stated,
25,549,680 Firm Shares (the "U.S. FIRM SHARES") will be sold to the several U.S.
Underwriters named in Schedule II hereto (the "U.S. UNDERWRITERS") in
connection with the offering and sale of such U.S. Firm Shares in the United
1
<PAGE> 3
States and Canada to United States and Canadian Persons (as such terms are
defined in the Agreement Between U.S. Underwriters and International
Underwriters of even date herewith), and 6,387,420 Firm Shares (the
"INTERNATIONAL SHARES") will be sold to the several International Underwriters
named in Schedule III hereto (the "INTERNATIONAL UNDERWRITERS") in connection
with the offering and sale of such International Shares outside the United
States and Canada to persons other than United States and Canadian Persons.
Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, ABN AMRO Incorporated, Lehman Brothers Inc. and Salomon Smith
Barney Inc. shall act as representatives (the "U.S. REPRESENTATIVES") of the
several U.S. Underwriters. The U.S. Underwriters and the International
Underwriters are hereinafter collectively referred to as the "UNDERWRITERS."
Certain of the Selling Stockholders also propose to sell to the several
U.S. Underwriters not more than an additional 4,790,500 shares of the common
stock, par value $.01 per share, of the Company (the "ADDITIONAL SHARES"), each
such Selling Stockholder offering to sell the number of Additional Shares set
forth opposite such Selling Stockholder's name in Schedule I hereto, if and to
the extent that the U.S. Representatives shall have determined to exercise, on
behalf of the U.S. Underwriters, the right to purchase such shares of common
stock granted to the U.S. Underwriters in Section 3 hereof. The Firm Shares and
the Additional Shares are hereinafter collectively referred to as the "SHARES."
The shares of common stock, par value $.01 per share, of the Company to be
outstanding after giving effect to the sales contemplated hereby are hereinafter
referred to as the "COMMON STOCK."
The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 (File No. 333-77773) relating
to the Shares. The registration statement contains two prospectuses, the U.S.
prospectus, to be used in connection with the offering and sale of Shares in the
United States and Canada to United States and Canadian Persons, and the
international prospectus, to be used in connection with the offering and sale of
Shares outside the United States and Canada to persons other than United States
and Canadian Persons. The international prospectus is identical to the U.S.
prospectus except for the outside front cover page. The registration statement
as amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT";
the U.S. prospectus and the international prospectus in the respective forms
first used to confirm sales of Shares are hereinafter collectively referred to
as the "PROSPECTUS." If the Company has filed an abbreviated registration
statement to register additional shares of Common Stock pursuant to Rule 462(b)
under the
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<PAGE> 4
Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462 Registration Statement.
1. Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the applicable
rules and regulations of the Commission thereunder, (ii) the Registration
Statement, when it became effective, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii)
the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties set
forth in this paragraph 1(b) do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information relating to
any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein.
(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.
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<PAGE> 5
(d) Each significant subsidiary (as that term is defined in Regulation
S-X under the Securities Act) of the Company has been duly organized, is
validly existing, is in good standing under the laws of the jurisdiction of
its organization, has the power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole; all of the issued
shares of capital stock of each significant subsidiary of the Company have
been duly and validly authorized and issued, are fully paid and
non-assessable and (except for directors' qualifying shares) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims.
(e) This Agreement has been duly authorized, executed and delivered by
the Company.
(f) The authorized capital stock of the Company conforms in all
material respects as to legal matters to the description thereof contained
in the Prospectus.
(g) The shares of Common Stock (including the Shares to be sold by the
Selling Stockholders) outstanding have been duly authorized and are validly
issued, fully paid and non-assessable.
(h) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement will not contravene
any provision of (i) the certificate of incorporation or by-laws of the
Company, (ii) any applicable law or any agreement or other instrument
binding upon the Company or any of its subsidiaries, except for any
contraventions as would not individually or in the aggregate have a
material adverse effect on the Company and its subsidiaries taken as a
whole or would materially and adversely affect the consummation by the
Company of the transactions contemplated by this Agreement, or (iii) any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary. No consent, approval,
authorization or order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its obligations
under this Agreement, except such as may be required by the Securities Act
and the Exchange Act, the securities or Blue
4
<PAGE> 6
Sky laws of the various states or the securities or similar laws of any
foreign jurisdiction in connection with the offer and sale of the Shares.
(i) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(j) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.
(k) Each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.
(l) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.
(m) To the best of its knowledge, the Company and its subsidiaries (i)
are in compliance with any and all applicable foreign, federal, state and
local laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure
to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate,
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<PAGE> 7
reasonably be expected to have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(n) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) the Company and
its subsidiaries have not incurred any material liability or obligation,
direct or contingent, nor entered into any material transaction not in the
ordinary course of business; (ii) the Company has not purchased any of its
outstanding capital stock (other than pursuant to the share repurchase
program described in the Prospectus), nor declared, paid or otherwise made
any dividend or distribution of any kind on its capital stock other than
ordinary and customary dividends; and (iii) there has not been any material
change in the capital stock, short-term debt or long-term debt of the
Company and its consolidated subsidiaries, except in each case as described
in or contemplated by the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement).
(o) Except as described in the Prospectus under "Relationship With
Airline Stockholders and Certain Transactions -- Registration Rights
Agreement" and "Shares Eligible for Future Sale -- Registration Rights
Agreement," there are no contracts, agreements or understandings between
the Company and any person granting such person the right to require the
Company to file a registration statement under the Securities Act with
respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the
Registration Statement.
(p) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all material patents, patent rights, licenses,
inventions, copyrights, software, know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade
names currently employed by them in connection with the business now
operated by them, and neither the Company nor any of its subsidiaries has
received any notice of infringement of or conflict with asserted rights of
others with respect to any of the foregoing which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding,
would result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and
its subsidiaries, taken as a whole.
6
<PAGE> 8
(q) The Company and its subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such subsidiary has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a material adverse change in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, except as described in or
contemplated by the Prospectus.
2. Representations and Warranties of the Selling Stockholders. Each
of the Selling Stockholders represents and warrants to and agrees with each of
the Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by
or on behalf of such Selling Stockholder.
(b) The execution and delivery by such Selling Stockholder of, and the
performance by such Selling Stockholder of its obligations under, this
Agreement will not contravene any provision of (i) the certificate of
incorporation or by-laws or other constitutive documents of such Selling
Stockholder, (ii) any applicable law or any agreement or other instrument
binding upon such Selling Stockholder, except for any contraventions as
would not individually or in the aggregate materially and adversely affect
the consummation by such Selling Stockholder of the transactions
contemplated by this Agreement or (iii) any judgment, order or decree of
any governmental body, agency or court having jurisdiction over such
Selling Stockholder. No consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by such Selling Stockholder of its obligations under this
Agreement or the Stockholders' Agreement, dated as of July 30, 1997, among
the Company, Certain of its Stockholders and Certain Related Parties of
Such Stockholders, except such as may be required by the Securities Act,
the securities or Blue Sky laws of the various states or the securities or
similar laws of any foreign jurisdiction in connection with the offer and
sale of the Shares.
(c) Such Selling Stockholder has valid title to the Shares to be sold
by such Selling Stockholder and the legal right and power, and all
authorization and approval required by law, to enter into this Agreement
and to sell, transfer and deliver the Shares to be sold by such Selling
Stockholder.
7
<PAGE> 9
(d) Delivery of the Shares to be sold by such Selling Stockholder
pursuant to this Agreement will pass title to such Shares free and clear of
any security interests, claims, liens, equities and other encumbrances.
(e) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, at the time of such
amendment or supplement, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii)
the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that the representations and warranties set
forth in this paragraph 2(e) apply only to statements or omissions in the
Registration Statement or the Prospectus based upon information relating to
such Selling Stockholder furnished to the Company in writing by such
Selling Stockholder expressly for use therein. It is understood and agreed
that the only written information furnished to the Company by each
respective Selling Stockholder specifically for use in the Registration
Statement is the information relating to such Selling Stockholder set forth
in the table under the caption "Principal and Selling Stockholders" in the
Prospectus.
(f) Such Selling Stockholder has not taken, and will not take,
directly or indirectly, any action designed to, or which might reasonably
be expected to, cause or result in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of
the Securities pursuant to the distribution contemplated by this Agreement,
and other than as permitted by the Securities Act, such Selling Stockholder
has not distributed and will not distribute any prospectus or other
offering material in connection with the offering and sale of the
Securities.
3. Agreements to Sell and Purchase. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, each Selling Stockholder, severally and not jointly,
hereby agrees to sell to the several Underwriters, and each Underwriter, upon
the basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from such Selling
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Stockholder at U.S.$__ a share (the "PURCHASE PRICE") the number of Firm Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the number of Firm Shares to be
sold by such Selling Stockholder as the number of Firm Shares set forth in
Schedule II or Schedule III hereto opposite the name of such Underwriter bears
to the total number of Firm Shares.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, each of the Selling
Stockholders identified on Schedule I as offering Additional Shares hereunder
agrees to sell to the U.S. Underwriters such Additional Shares, and the U.S.
Underwriters shall have a right to purchase, from time to time during the 30
days after the date of this Agreement, severally and not jointly, up to an
aggregate of 4,790,500 Additional Shares at the Purchase Price. If the U.S.
Representatives, on behalf of the U.S. Underwriters, elect to exercise such
option, the U.S. Representatives shall so notify the Company and such Selling
Stockholders in writing not later than 30 days after the date of this Agreement,
which notice shall specify the number of Additional Shares to be purchased by
the U.S. Underwriters and the date on which such shares are to be purchased.
Such date may be the same as the Closing Date but not earlier than the Closing
Date nor later than ten business days after the date of such notice; provided
that if such date is after the Closing Date, such date shall be at least two
business days after the date of such notice. Additional Shares may be purchased
as provided in Section 5 hereof solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each U.S. Underwriter agrees, severally
and not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as the U.S. Representatives may
determine) that bears the same proportion to the total number of Additional
Shares to be purchased as the number of U.S. Firm Shares set forth in Schedule
II hereto opposite the name of such U.S. Underwriter bears to the total number
of U.S. Firm Shares. If any Additional Shares are to be purchased, each of the
Selling Stockholders identified on Schedule I as offering Additional Shares
hereunder agrees, severally and not jointly, to sell the number of Additional
Shares (subject to such adjustments to eliminate fractional shares as the U.S.
Representatives may determine) that bears the same proportion to the total
number of Additional Shares to be purchased as the number of Additional Shares
offered set forth in Schedule I hereto opposite the name of such Selling
Stockholder bears to the total number of Additional Shares offered.
Each of the Company and each Selling Stockholder hereby agrees that,
without the prior written consent of Morgan Stanley & Co. Incorporated on behalf
of the Underwriters, it will not, during the period ending 90 days after the
date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any
option or contract to
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<PAGE> 11
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (other than any such transaction between a Selling
Stockholder and any affiliate thereof provided that such affiliate has delivered
to you on or before the date of such transaction, a lock-up agreement,
substantially in the form of Exhibit K hereto) or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (1) the Shares to be sold hereunder, (2) the sale of
any Additional Shares to the Company, to the extent that such Additional Shares
are not purchased pursuant to the option granted under Section 3 hereof or (3)
the issuance by the Company of any shares of Common Stock or other securities or
the grant by the Company of any awards pursuant to the Company's benefit plans
in existence on the date hereof, including, without limitation, the Company's
1997 Stock Incentive Plan, 1999 Equity and Performance Incentive Plan and
Non-Employee Director Stock Plan. In addition, each Selling Stockholder agrees
that, without the prior written consent of Morgan Stanley & Co. Incorporated on
behalf of the Underwriters, it will not, during the period ending 90 days after
the date of the Prospectus, make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.
4. Terms of Public Offering. The Company and the Selling Stockholders
are advised by you that the Underwriters propose to make a public offering of
their respective portions of the Shares as soon after the Registration Statement
and this Agreement have become effective as in your judgment is advisable. The
Company and the Selling Stockholders are further advised by you that the Shares
are to be offered to the public initially at U.S.$__ a share (the "PUBLIC
OFFERING PRICE") and to certain dealers selected by you at a price that
represents a concession not in excess of U.S.$__ a share under the Public
Offering Price, and that any Underwriter may allow, and such dealers may
reallow, a concession, not in excess of U.S.$__ a share, to any Underwriter or
to certain other dealers.
5. Payment and Delivery. Payment for the Firm Shares to be sold by
each Selling Stockholder shall be made to such Selling Stockholder in Federal or
other funds immediately available in New York City against delivery of such Firm
Shares for the respective accounts of the several Underwriters at 10:00 A.M.,
New York City time, on June __, 1999, or at such other time on the same or such
other date, not later than June __, 1999, as shall be designated in writing by
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<PAGE> 12
you. The time and date of such payment are herein referred to as the "CLOSING
DATE."
Payment for any Additional Shares shall be made to the Selling
Stockholders in Federal or other funds immediately available in New York City
against delivery of such Additional Shares for the respective accounts of the
several U.S. Underwriters at 10:00 A.M., New York City time, on the date
specified in the notice described in Section 3 or at such other time on the same
or on such other date, in any event not later than June __, 1999, as shall be
designated in writing by the U.S. Representatives. The time and date of such
payment are hereinafter referred to as the "OPTION CLOSING DATE."
Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.
6. Conditions to the Underwriters' Obligations. The obligations of
the Selling Stockholders to sell the Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Shares on the
Closing Date are subject to the condition that the Registration Statement shall
have become effective not later than 3:00 P.M. (New York City time) on the date
hereof.
The several obligations of the Underwriters are subject to the
following further conditions:
(a) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date,
(i) there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does
not indicate the direction of the possible change, in the
rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as
such term is defined for purposes of Rule 436(g)(2) under the
Securities Act; and
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<PAGE> 13
(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a
whole, from that set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of
this Agreement) that, in your judgment, is material and
adverse and that makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated
in the Prospectus.
(b) The Underwriters shall have received on the Closing
Date:
(i) a certificate of the Company, dated the Closing Date
and signed by an executive officer of the Company, to the
effect that the representations and warranties of the Company
contained in this Agreement are true and correct as of the
Closing Date (the officer signing and delivering such
certificate may rely upon the best of his or her knowledge as
to proceedings threatened); and
(ii) a certificate of each Selling Stockholder, dated the
Closing Date and signed by an officer of such Selling
Stockholder, to the effect that the representations and
warranties of such Selling Stockholder contained in this
Agreement are true and correct as of the Closing Date and that
such Selling Stockholder has complied with all of the
agreements and satisfied all of the conditions on its part to
be performed or satisfied hereunder on or before the Closing
Date.
(c) The Underwriters shall have received on the Closing Date a letter
and an opinion of Shearman & Sterling, outside counsel for the Company,
dated the Closing Date, in the forms attached hereto as Exhibits A1 and A2,
respectively.
(d) The Underwriters shall have received on the Closing Date an
opinion of Anthony C. Swanagan, Vice President, Legal of the Company, dated
the Closing Date, in the form attached hereto as Exhibit B.
(e) The Underwriters shall have received on the Closing Date an
opinion of Studio Legale Vassalli, Italian counsel to Alitalia-Linee Aeree
Italiane S.p.A. and Racom Teledata S.p.A., dated the Closing Date, in the
form attached hereto as Exhibit C, and an opinion of White & Case, U.S.
counsel to Alitalia-Linee Aeree Italiane S.p.A. and Racom Teledata S.p.A.,
dated the Closing Date, in the form attached hereto as Exhibit D.
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<PAGE> 14
(f) The Underwriters shall have received on the Closing Date an
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, New York and U.S.
counsel to US Airways, Inc. and US Airways Investment Management Company,
Inc. ("USAIMC"), dated the Closing Date, in the form attached hereto as
Exhibit E-1 and an opinion of , Nevada counsel to USAIMC, dated the Closing
Date, in the form attached hereto as Exhibit E-2.
(g) The Underwriters shall have received on the Closing Date an
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to United Air
Lines, Inc. and Covia LLC, dated the Closing Date, in the form attached
hereto as Exhibit F.
(h) The Underwriters shall have received on the Closing Date an
opinion of Anthony Hellegers, Dutch counsel to Koninklijke Luchtvaart
Maatschappij N.V. and Travel Industry Systems B.V., dated the Closing Date,
in the form attached hereto as Exhibit G, and an opinion of Cravath, Swaine
& Moore, U.S. counsel to Koninklijke Luchtvaart Maatschappij N.V. and
Travel Industry Systems B.V., dated the Closing Date, in the form attached
hereto as Exhibit H.
(i) The Underwriters shall have received on the Closing Date an
opinion of _____, Portuguese counsel to Transportes Aereos Portugueses S.A.
and Coporga, Inc., dated the Closing Date, in the form attached hereto as
Exhibit I, and an opinion of ___, U.S. counsel to Transportes Aereos
Portugueses S.A. and Coporga, Inc., dated the Closing Date, in the form
attached hereto as Exhibit J.
(j) The Underwriters shall have received on the Closing Date an
opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the
Closing Date, in form and substance satisfactory to Morgan Stanley & Co.
Incorporated.
The opinions described in paragraphs (c), (d), (e), (f), (g), (h) and
(i) above shall be rendered to the Underwriters at the request of the
Company or one or more of the Selling Stockholders, as the case may be, and
shall so state therein.
(k) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to the Underwriters,
from KPMG LLP, independent public accountants,
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<PAGE> 15
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in the
Registration Statement and the Prospectus, and in accountants' review
reports to underwriters pursuant to Statement on Standards for Attestation
Engagements 8 with respect to the section of the Prospectus captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"; provided that the letters delivered on the Closing Date shall
use a "cut-off date" not earlier than the date hereof.
(l) The "lock-up" agreements, each substantially in the form of
Exhibit K hereto, between you and each of the executive officers and
directors of the Company, relating to sales and certain other dispositions
of shares of Common Stock or certain other securities, delivered to you on
or before the date hereof, shall be in full force and effect on the Closing
Date.
(m) The agreements referred to in Section 3(c) of the Registration
Rights Agreement dated as of July 30, 1997 among the Company and the
Original Stockholders referred to therein, under which the Holders (as
therein defined) have agreed not to effect any sale, disposition or
distribution of any Common Stock (as therein defined), or securities
exercisable for or convertible or exchangeable into Common Stock, except
under the circumstances therein provided, shall be in full force and effect
on the Closing Date.
The several obligations of the U.S. Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the U.S. Representatives on the
Option Closing Date of such documents as they may reasonably request with
respect to the good standing of the Company, the due authorization and issuance
of the Additional Shares and other matters related to the issuance of the
Additional Shares.
7. Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:
(a) To furnish to you, without charge, seven signed copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and to furnish to you in New York City, without
charge, prior to 10:00 A.M. New York City time on the business day next
succeeding the date of this Agreement and during the period mentioned in
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<PAGE> 16
paragraph (c) below, as many copies of the Prospectus and any supplements
and amendments thereto or to the Registration Statement as you may
reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering
of the Shares as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by
an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in
the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to
prepare, file with the Commission and furnish to the Underwriters and to
the dealers (whose names and addresses you will furnish to the Company) to
which Shares may have been sold by you on behalf of the Underwriters and to
any other dealers upon request, either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law. The expense
of complying with this Section 7(c) shall be borne by the Company in
respect of any amendment or supplement required during the nine-month
period after effectiveness of the Registration Statement and by the
Underwriters thereafter.
(d) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request.
(e) To make generally available to the Company's security holders and
to you as soon as practicable an earning statement covering the
twelve-month period ending June 30, 2000 that satisfies the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.
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<PAGE> 17
8. Expenses. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company's counsel and the Company's accountants in connection
with the registration and delivery of the Shares under the Securities Act and
all other fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all printing costs
associated therewith, and the mailing and delivering of copies thereof to the
Underwriters and dealers, in the quantities hereinabove specified, (ii) all
costs and expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, to the
extent not paid by the Selling Stockholders, (iii) the cost of printing or
producing any Blue Sky or Legal Investment memorandum in connection with the
offer and sale of the Shares under state securities laws and all expenses in
connection with the qualification of the Shares for offer and sale under state
securities laws as provided in Section 7(d) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or Legal
Investment memorandum, (iv) all filing fees and the reasonable fees and
disbursements of counsel to the Underwriters incurred in connection with the
review and qualification of the offering of the Shares by the National
Association of Securities Dealers, Inc., (v) any costs and expenses incident to
listing the Shares on the New York Stock Exchange and foreign stock exchanges,
(vi) the cost of printing certificates representing the Shares, (vii) the costs
and charges of any transfer agent, registrar or depositary, (viii) the costs and
expenses of the Company relating to investor presentations on any "road show"
undertaken in connection with the marketing of the offering of the Shares,
including, without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives and officers of the
Company and any such consultants, and the cost of any aircraft chartered in
connection with the road show, and (ix) all other costs and expenses incident to
the performance of the obligations of the Company hereunder for which provision
is not otherwise made in this Section. Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated,
each Selling Stockholder agrees to pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement, including the fees,
disbursements and expenses of such Selling Stockholder's U.S. and local counsel,
but not including any of the expenses payable by the Company as set forth above,
and all costs and expenses related to the transfer and delivery
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<PAGE> 18
of such Selling Stockholder's Shares to the Underwriters, including any transfer
or other taxes payable thereon. It is understood, however, that except as
provided in this Section, Section 9 entitled "Indemnity and Contribution", and
the last paragraph of Section 11 below, the Underwriters will pay all of their
costs and expenses, including fees and disbursements of their counsel, stock
transfer taxes payable on resale of any of the Shares by them and any
advertising expenses connected with any offers they may make.
9. Indemnity and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Underwriter
or Selling Stockholder furnished to the Company in writing by such Underwriter
through you or by such Selling Stockholder, respectively, expressly for use
therein; provided, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of any Underwriter
from whom the person asserting any such losses, claims, damages or liabilities
purchased Shares, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Shares to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such loss, claim, damage or liability.
(b) Each Selling Stockholder agrees, severally and not jointly, to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement
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<PAGE> 19
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information relating to such
Selling Stockholder furnished in writing by or on behalf of such Selling
Stockholder expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto; provided,
that (i) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus the indemnity agreement
contained in this subsection (b) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased any Shares, to the extent that a prospectus relating to
such Shares was required to be delivered by such Underwriter under the Act in
connection with such purchase and any such loss, claim, damage or liability of
such Underwriter results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Shares to
such person, a copy of the Prospectus if the Company had previously furnished
copies thereof to such Underwriter, and (ii) the liability of any Selling
Stockholder pursuant to this paragraph (b) shall be limited to an amount equal
to the total net proceeds received by such Selling Stockholder from the sale of
Shares by such Selling Stockholder.
(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, each Selling Stockholder, the directors of the
Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company or any Selling Stockholder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
but only with reference to information relating to such Underwriter furnished to
the Company in writing by such Underwriter through you expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.
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<PAGE> 20
(d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to paragraph (a), (b) or (c) of this Section 9, such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Underwriters and all persons, if any, who
control any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, (ii) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration Statement and each person,
if any, who controls the Company within the meaning of either such Section and
(iii) the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Selling Stockholders and all persons, if any, who control
any Selling Stockholder within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Underwriters and such control persons of any
Underwriters, such firm shall be designated in writing by Morgan Stanley & Co.
Incorporated. In the case of any such separate firm for the Company, and such
directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. In the case of any such separate firm for
the Selling Stockholders and such control persons of any Selling Stockholders,
such firm shall be designated in writing by a majority in interest of the
Selling Stockholders. 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. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
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<PAGE> 21
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(e) To the extent the indemnification provided for in paragraph (a),
(b) or (c) of this Section 9 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party or parties on the other hand from the offering of the
Shares or (ii) if the allocation provided by clause (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 indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company
or the Selling Stockholders on the one hand and the Underwriters on the other
hand in connection with the offering of the Shares shall be deemed to be in the
same respective proportions as the net proceeds from the offering of the Shares
(before deducting expenses) received by the Company and the Selling
Stockholders, considered as a group, and the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover of the Prospectus, bear to the aggregate Public Offering Price of
the Shares. The relative fault of the Company or the Selling Stockholders on the
one hand and the Underwriters on the other hand (and the relative fault of the
Company and the Selling Stockholders as among themselves) 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 or the Selling Stockholders (or
by the Company or a particular Selling Stockholder, as among the Company and the
Selling Stockholders) or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 9 are several in proportion to the respective number of
Shares they have purchased hereunder, and not joint. The Selling Stockholders'
respective obligations to contribute pursuant to this Section 9 are several in
proportion to the net proceeds from the sale of Shares by each such Selling
Stockholder hereunder, and not joint.
20
<PAGE> 22
(f) The Company, the Selling Stockholders and the Underwriters agree
that it would not be just or equitable if contribution pursuant to this Section
9 were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (e) of
this Section 9. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, (i) no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and (ii) no Selling Stockholder shall
be required to contribute any amount in excess of the amount by which the net
proceeds received from the sale of Shares by such Selling Stockholder exceeds
the amount of any damages that such Selling Stockholder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 9 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
(g) The indemnity and contribution provisions contained in this Section
9 and the representations, warranties and other statements of the Company and
the Selling Stockholders contained in this Agreement shall remain operative and
in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, any Selling Stockholder or any person controlling
any Selling Stockholder, or the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Shares.
(h) The provisions of this Section 9 shall not affect any agreement
among the Company and the Selling Stockholders with respect to indemnification
and contribution.
10. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been
21
<PAGE> 23
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the Chicago Stock Exchange, the American Stock Exchange,
the National Association of Securities Dealers, Inc., the Chicago Board of
Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade,
(ii) trading of any securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that, in your judgment, is material and adverse and (b) in
the case of any of the events specified in clauses (a)(i) through (iv), such
event, singly or together with any other such event, makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus.
11. Effectiveness; Defaulting Underwriters. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares that
it has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Shares set forth
opposite their respective names in Schedules II and III bears to the aggregate
number of Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Shares which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase on such date; provided that in no event shall the number of
Shares that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 11 by an amount in excess of one-ninth of
such number of Shares without the written consent of such Underwriter. If, on
the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased, and arrangements satisfactory to you, the Company and
the Selling Stockholders for the purchase of such Firm Shares are not made
within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter, the Company or the
Selling Stockholders. In any such case either you or the relevant Selling
Stockholders shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the
22
<PAGE> 24
Prospectus or in any other documents or arrangements may be effected. If, on the
Option Closing Date, any U.S. Underwriter or U.S. Underwriters shall fail or
refuse to purchase Additional Shares and the aggregate number of Additional
Shares with respect to which such default occurs is more than one-tenth of the
aggregate number of Additional Shares to be purchased, the non-defaulting U.S.
Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase Additional Shares or (ii) purchase not less than the number of
Additional Shares that such non-defaulting U.S. Underwriters would have been
obligated to purchase in the absence of such default. Any action taken under
this paragraph shall not relieve any defaulting U.S. Underwriter from liability
in respect of any default of such U.S. Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company or any
Selling Stockholder to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company or any Selling Stockholder
shall be unable to perform its obligations under this Agreement, the party or
parties whose failure, refusal or inability to perform will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including
reasonable fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder.
12. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
23
<PAGE> 25
Very truly yours,
GALILEO INTERNATIONAL, INC.
By:____________________________
Name:
Title:
RACOM TELEDATA S.P.A.
By:____________________________
Name:
Title:
US AIRWAYS INVESTMENT MANAGEMENT
COMPANY, INC.
By:____________________________
Name:
Title:
COVIA LLC
By:____________________________
Name:
Title:
<PAGE> 26
TRAVEL INDUSTRY SYSTEMS B.V.
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
COPORGA, INC.
By:____________________________
Name:
Title:
<PAGE> 27
Accepted as of the date hereof
MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
ABN AMRO INCORPORATED
LEHMAN BROTHERS INC.
SALOMON SMITH BARNEY INC
Acting severally on behalf of themselves and
the several U.S. Underwriters named in
Schedule II hereto.
By: Morgan Stanley & Co.
Incorporated
By:____________________________
Name:
Title:
MORGAN STANLEY & CO. INTERNATIONAL
LIMITED
MERRILL LYNCH INTERNATIONAL
ABN AMRO ROTHSCHILD
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
SALOMON BROTHERS INTERNATIONAL LIMITED
Acting severally on behalf of themselves and
the several International Underwriters named
in Schedule III hereto.
By: Morgan Stanley & Co. International
Limited
By:____________________________
Name:
Title:
<PAGE> 28
SCHEDULE I
<TABLE>
<CAPTION>
Number of Firm Number of
Shares to Be Additional
Selling Stockholder Sold Shares Offered
<S> <C> <C>
Racom Teledata S.p.A. 1,258,277 241,723
US Airways Investment Management 7,000,400 --
Company, Inc.
Covia LLC 14,679,898 2,820,102
Travel Industry Systems B.V. 8,924,707 1,714,493
Coporga, Inc. 73,818 14,182
--------- ---------
Total 31,937,100 4,790,500
========== =========
</TABLE>
<PAGE> 29
SCHEDULE II
<TABLE>
<CAPTION>
Number of Firm Shares
U.S. Underwriter to Be Purchased
<S> <C>
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
Total 25,549,680
==========
</TABLE>
<PAGE> 30
SCHEDULE III
<TABLE>
<CAPTION>
Number of Firm Shares
International Underwriter to Be Purchased
<S> <C>
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
Total 6,387,420
=========
</TABLE>
<PAGE> 31
Exhibit A1
Letter of Shearman & Sterling,
outside counsel for the Company
, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
We have acted as counsel for Galileo International, Inc., a Delaware
corporation (the "Company"), in connection with the purchase by the underwriters
(the "Underwriters"), including yourselves, named in Schedules II and III to the
Underwriting Agreement dated May __, 1999 (the "Underwriting Agreement") among
the Underwriters, the Company and the Selling Stockholders named in the
Underwriting Agreement, of 31,937,100 shares of the Company's common stock, $.01
par value.
In our capacity as counsel to the Company, we have examined signed
copies of the registration statement on Form S-3 (No. 333-77773) filed by the
A1-1
<PAGE> 32
Company under the Securities Act of 1933, as amended (the "Securities Act"),
with the Securities and Exchange Commission (the "Commission") on May 5, 1999,
and of amendment 1 thereto filed by the Company with the Commission on May 12,
1999 and copies of the related prospectuses. The registration statement as
amended at the time when it became effective, including the information deemed
to be part thereof at the time of effectiveness pursuant to Rule 430A under the
Securities Act, and also including the exhibits thereto and the documents
incorporated by reference therein, is hereinafter referred to as the
"Registration Statement," and the final U.S. prospectus dated May __, 1999 and
the final international prospectus dated May __, 1999, in the forms filed by the
Company pursuant to Rule 424(b) under the Securities Act, including the
documents incorporated by reference therein, are hereinafter collectively
referred to as the "Prospectus".
We have also reviewed and participated in discussions concerning the
preparation of the Registration Statement and the Prospectus with certain
officers and employees of the Company, with its counsel and its auditors, and
with representatives of the Underwriters. The limitations inherent in the
independent verification of factual matters and in the role of outside counsel
are such, however, that we cannot and do not assume any responsibility for the
accuracy, completeness or fairness of any of the statements made in the
Registration Statement or the Prospectus, except as set forth in paragraph 3 of
our opinion addressed to you, dated the date hereof.
Subject to the limitations set forth in the immediately preceding
paragraph, we advise you that, on the basis of the information we gained in the
course of performing the services referred to above, (i) in our opinion, the
Registration Statement and the Prospectus (other than the financial statements
and other financial and statistical data contained therein or omitted therefrom,
as to which we express no opinion) appear on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the applicable rules and regulations of the
Commission thereunder; (ii) no facts came to our attention which gave us reason
to believe that (a) the Registration Statement (other than the financial
statements and other financial and statistical data contained therein or omitted
therefrom, as to which we have not been requested to comment), 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 (b) the Prospectus (other than the
financial statements and other financial and statistical data contained therein
or omitted therefrom, as to which we have not been requested to comment), as of
its date or the date hereof, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the
A1-2
<PAGE> 33
circumstances under which they were made, not misleading; and (iii) we do not
know of any contract or other document of a character required to be filed as an
exhibit to the Registration Statement that is not so filed.
This letter is being rendered to you at the request of Galileo
International, Inc. pursuant to Section 6(c) of the Underwriting Agreement and
is solely for your benefit, and is not to be used, circulated, quoted or
otherwise referred to for any other purpose.
Very truly yours,
Shearman & Sterling
A1-3
<PAGE> 34
Exhibit A2
Opinion of Shearman & Sterling,
outside counsel for the Company
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
We have acted as counsel for Galileo International, Inc., a Delaware
corporation (the "Company"), in connection with the purchase by the underwriters
(the "Underwriters"), including yourselves, named in Schedules II and III to the
Underwriting Agreement dated May __, 1999 (the "Underwriting Agreement") among
the Underwriters, the Company and the Selling Stockholders named in the
Underwriting Agreement (the "Selling Stockholders"), of 31,937,100 shares of the
Company's common stock, $.01 par value (the "Common Stock").
In our capacity as counsel to the Company, we have examined signed
copies of the registration statement on Form S-3 (No. 333-77773) filed by the
Company under the Securities Act of 1933, as amended (the "Securities Act"),
A2-1
<PAGE> 35
with the Securities and Exchange Commission (the "Commission") on May 5, 1999,
and of amendment 1 thereto filed by the Company with the Commission on May 12,
1999, and copies of the related prospectuses. The registration statement as
amended at the time when it became effective, including the information deemed
to be part thereof at the time of effectiveness pursuant to Rule 430A under the
Securities Act, and also including the exhibits thereto and the documents
incorporated by reference therein, is hereinafter referred to as the
"Registration Statement", and the final U.S. prospectus dated May __, 1999 and
the final international prospectus dated May __, 1999, in the forms filed by the
Company pursuant to Rule 424(b) under the Securities Act, including the
documents incorporated by reference therein, are hereinafter collectively
referred to as the "Prospectus".
A member of the Staff of the Commission advised us orally that the
Registration Statement became effective under the Securities Act. The Prospectus
has been filed with the Commission in the manner and within the time period
required by Rules 430A and 424(b) under the Securities Act. To our knowledge, no
stop order suspending the effectiveness of the Registration Statement since its
effective date has been issued under the Securities Act and no proceedings for
such purpose have been initiated or threatened by the Commission.
We have also examined and relied as to factual matters upon the
representations and warranties contained in or made pursuant to the Underwriting
Agreement, and upon the originals, or copies certified or otherwise identified
to our satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
Our opinion set forth below is limited to the law of the State of New
York, the General Corporation Law of the State of Delaware and the federal law
of the United States, and we do not express any opinion herein concerning any
other law.
Based upon and subject to the foregoing, we are of the opinion that:
1. the Company has been duly incorporated and is validly
existing as a corporation in good standing under the law of the State
of Delaware, with corporate power and authority under such law to own
its property and to conduct its business as described in the
Prospectus;
A2-2
<PAGE> 36
2. the authorized capital stock of the Company conforms in all
material respects as to legal matters to the description thereof
contained in the Prospectus;
3. the statements (a) in the Prospectus under the captions
"Relationship with Airline Stockholders and Certain Transactions",
"Description of Capital Stock," "Material United States Federal Tax
Consequences to Non-U.S. Holders" and "Underwriters" and (b) in the
Registration Statement in Item 15, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings and
fairly summarize the matters referred to therein;
4. the shares of Common Stock, including the shares of Common
Stock sold to the Underwriters today by the Selling Stockholders, have
been duly authorized and are validly issued, fully paid and
non-assessable;
5. the Underwriting Agreement has been duly authorized,
executed and delivered by the Company;
6. the execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement will not contravene any provision of (a) the certificate of
incorporation or by-laws of the Company or (b) the federal law of the
United States or the law of the State of New York, except in the case
of this clause (b) for any contraventions as would not individually or
in the aggregate have a material adverse effect on the Company and its
subsidiaries taken as a whole or materially and adversely affect the
consummation by the Company of the transactions contemplated by the
Underwriting Agreement; and
7. no consent, approval, authorization or order of, or
qualification with, any governmental body or agency of the United
States of America or the State of New York is required for the
performance by the Company of its obligations under the Underwriting
Agreement, except as may be required by the registration provisions of
the Securities Act and the Securities Exchange Act of 1934, as amended,
or the securities or Blue Sky laws of the State of New York.
This opinion is being rendered to you at the request of Galileo
International, Inc. pursuant to Section 6(c) of the Underwriting Agreement and
is
A2-3
<PAGE> 37
solely for your benefit, and is not to be used, circulated, quoted or otherwise
referred to for any other purpose.
Very truly yours,
Shearman & Sterling
A2-4
<PAGE> 38
Exhibit B
Opinion of Anthony C. Swanagan
Vice President, Legal of the Company
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
I am Vice President, Legal of Galileo International, Inc., a Delaware
corporation (the "Company"), and have acted as counsel to the Company in
connection with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, the Company
and the Selling Stockholders named in the Underwriting Agreement (the "Selling
Stockholders"), of 31,937,100 shares of the Company's common stock, $.01 par
value, (the "Common Stock").
B-1
<PAGE> 39
In my capacity as counsel to the Company, I have examined signed copies
of the registration statement on Form S-3 (No. 333-77773) filed by the Company
under the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission (the "Commission") on May 5, 1999, and of
amendment 1 thereto filed by the Company with the Commission on May 12, 1999 and
copies of the related prospectuses. The registration statement as amended at the
time when it became effective, including the information deemed to be part
thereof at the time of effectiveness pursuant to Rule 430A under the Securities
Act, and also including the exhibits thereto and the documents incorporated by
reference therein, is hereinafter referred to as the "Registration Statement",
and the final U.S. prospectus dated May __, 1999 and the final international
prospectus dated May __, 1999, in the forms filed by the Company pursuant to
Rule 424(b) under the Securities Act, including the documents incorporated by
reference therein, are hereinafter collectively referred to as the "Prospectus".
I have also examined and relied as to factual matters upon the
representations and warranties of persons other than the Company contained in or
made pursuant to the Underwriting Agreement, and upon the originals, or copies
certified or otherwise identified to my satisfaction, of such records,
documents, certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. In my
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
originals of all documents submitted to me as copies.
My opinion set forth below is limited to the law of the State of
Illinois, the General Corporation Law of the State of Delaware and the federal
law of the United States, and I do not express any opinion herein concerning any
other law.
Based upon and subject to the foregoing, I am of the opinion that:
1. the Company has been duly incorporated and is validly
existing as a corporation in good standing under the law of the State
of Delaware, with corporate power and authority under such law to own
its property and to conduct its business as described in the
Prospectus, and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or
its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole;
B-2
<PAGE> 40
2. each of [Galileo International, L.L.C., Apollo Galileo USA
Sub I, Inc. and Apollo Galileo USA Sub II, Inc.] has been duly
incorporated or organized and is validly existing in good standing
under the law of the jurisdiction of its incorporation or organization,
with power and authority under such law to own its property and to
conduct its business as described in the Prospectus;
3. the execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement will not contravene any provision of (a) the federal law of
the United States or the law of the State of Illinois, or, to my
knowledge, any agreement or other instrument that is binding upon the
Company and that is material to the Company and its subsidiaries, taken
as a whole, except in the case of this clause (a) for any
contraventions as would not individually or in the aggregate have a
material adverse effect on the Company and its subsidiaries taken as a
whole or materially and adversely affect the consummation by the
Company of the transactions contemplated by the Underwriting Agreement,
or (b) to my knowledge, any judgment, order or decree of any
governmental body, agency or court of the United States of America or
the State of Illinois having jurisdiction over the Company;
4. no consent, approval, authorization or order of, or
qualification with, any governmental body or agency of the United
States of America or the State of Illinois is required for the
performance by the Company of its obligations under the Underwriting
Agreement, except as may be required by the Securities Act or the
securities or Blue Sky laws of the State of Illinois; and
5. to my knowledge, there are no legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not
so described or of any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.
I have not verified, and am not passing upon and do not assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus. I have, however,
reviewed and participated in discussions concerning the preparation of the
Registration Statement and the Prospectus with certain officers and employees of
B-3
<PAGE> 41
the Company, with its auditors, and with representatives of the Underwriters. In
the course of this review and discussion, no facts came to my attention which
gave me reason to believe that (a) the Registration Statement (other than the
financial statements and other financial and statistical data contained therein
or omitted therefrom, as to which I have not been requested to comment), 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 (b) the Prospectus (other than
the financial statements and other financial and statistical data contained
therein or omitted therefrom, as to which I have not been requested to comment),
as of its date or the date hereof, contained or contains an untrue statement of
a material fact or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.
This opinion is being rendered to you at the request of Galileo
International, Inc. pursuant to Section 6(d) of the Underwriting Agreement. This
letter is being furnished to you solely for your benefit, and is not to be used,
circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
Anthony C. Swanagan
Vice President, Legal
B-4
<PAGE> 42
Exhibit C
Opinion of Studio Legale Vassalli,
Italian Counsel for Racom Teledata S.p.A.
Milan, June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
I have acted as counsel for Racom Teledata S.p.A., an Italian airline
services distributor with registered offices in Rome, Viale Marchett, 111 (the
"Selling Stockholder") belonging to Alitalia Linee Aeree Italiane S.p.A., in
connection with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, Galileo
International Inc., a Delaware corporation (the "Company"), the Selling
Stockholder and the other selling stockholders named in the Underwriting
Agreement, of the number of shares of the Company's common stock, $0.01 par
C-1
<PAGE> 43
value, set forth opposite the name of the Selling Stockholder in Schedule I to
the Underwriting Agreement (the "Shares").
In such capacity, I have examined and relied as to factual matters upon
the representation and warranties contained in or made pursuant to the
Underwriting Agreement, and upon the originals, or copies certified or otherwise
identified to my satisfaction, of such records, documents, certificates and
other instruments as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity of the originals of all documents submitted to
me as copies.
My opinion set forth below is limited to the law of the Republic of
Italy, and do not express any opinion herein concerning any other law.
Based upon and subject to the foregoing, I am of the opinion that:
1. the Selling Stockholder has been duly incorporated and is validly
existing as a Societa per Azioni ("S.p.A.") in good standing under the
law of the Republic of Italy, with corporate power and authority under
such law to enter into and perform its obligations under the
Underwriting Agreement and to sell, transfer and deliver the Shares as
contemplated thereby;
2. the Underwriting Agreement has been duly authorized, executed and
delivered by the Selling Stockholder;
3. the execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under, the
Underwriting Agreement will not contravene any provision of (a) the
certificate of incorporation or by-laws or other constitutive documents
of the Selling Stockholder, (b) the laws of the Republic of Italy, or,
to my knowledge, any agreement or other instrument that is binding upon
the Selling Stockholder and that is material to the Selling Stockholder
and its affiliates, taken as a whole, except in the case of this clause
(b) for any contraventions as would not individually or in the
aggregate materially and adversely affect the consummation by such
Selling Stockholder of the transactions contemplated by the
Underwriting Agreement, or (c) to my knowledge, any judgment, order or
decree of any governmental body, agency or court of the Republic of
Italy having jurisdiction over the Selling Stockholder;
C-2
<PAGE> 44
4. no consent, approval, authorization or order of, or qualification
with, any governmental body, agency or court of the Republic of Italy
is required for the performance by the Selling Stockholder of its
obligations under the Underwriting Agreement except as may be required
by the securities or similar laws of the Republic of Italy; and
5. to the extent the matter is governed or affected by the law of the
Republic of Italy, the Selling Stockholder has valid title to the
Shares, and delivery of the Shares pursuant to the Underwriting
Agreement will pass title to the Shares free and clear of any security
interests, claims, liens, equities and other encumbrances.
This opinion is being rendered to you at the request of Racom Teledata
S.p.A. pursuant to Section 6(e) of the Underwriting Agreement. This opinion is
being furnished to you solely for your benefit, and is not to be used,
circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
Avv. Roberto Cornetta
C-3
<PAGE> 45
Exhibit D
Opinion of White & Case,
U.S. Counsel for Alitalia-Linee Aeree Italiane S.p.A. and
Racom Teledata S.p.A.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
We have acted as U.S. counsel for Alitalia-Linee Aeree Italiane S.p.A.,
an Italian corporation, and its subsidiary Racom Teledata S.p.A., an Italian
corporation (the "Selling Stockholder"), in connection with the purchase by the
underwriters (the "Underwriters"), including yourselves, named in Schedules II
and III to the Underwriting Agreement dated May __, 1999 (the "Underwriting
Agreement") among the Underwriters, Galileo International, Inc., a Delaware
corporation (the "Company"), the Selling Stockholder and the other selling
stockholders named in the Underwriting Agreement, of the number of shares of
D-1
<PAGE> 46
the Company's common stock, $.01 par value, set forth opposite the name of the
Selling Stockholder in Schedule I to the Underwriting Agreement (the "Shares").
We have also examined and relied as to factual matters upon the
representations and warranties contained in or made pursuant to the Underwriting
Agreement, and upon the originals, or copies certified or otherwise identified
to our satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
Our opinion set forth below is limited to the law of the State of New
York and the federal law of the United States, and assumes without independent
inquiry the correctness of the opinion of counsel for the Selling Stockholder
furnished to you today pursuant to Section 6(e) of the Underwriting Agreement.
Based upon and subject to the foregoing, we are of opinion that:
1. The execution and delivery by the Selling Stockholder of,
and the performance by the Selling Stockholder of its obligations
under, the Underwriting Agreement will not contravene any provision of
the federal law of the United States or the law of the State of New
York, except for any contraventions as would not materially and
adversely affect the consummation by the Selling Stockholder of the
transactions contemplated by the Underwriting Agreement.
2. No consent, approval, authorization or order of, or
qualification with, any governmental body or agency of the United
States of America or the State of New York is required for the
performance by the Selling Stockholder of its obligations under the
Underwriting Agreement, except as may be required by the Securities Act
or the securities or Blue Sky laws of the State of New York.
3. To the extent the matter is governed by the law of the
State of New York or the General Corporation Law of the State of
Delaware, and assuming that each of the Underwriters acquired its
interest in such Shares delivered to it in good faith and without
notice of any adverse claims, upon delivery of such Shares to such
Underwriter endorsed to it or in blank in the State of New York, such
Underwriter will acquire ownership of such Shares free of any adverse
claims (within the meaning of Section 8-302 of the Uniform Commercial
Code as in effect on the date hereof in the State of New York).
D-2
<PAGE> 47
This letter is being rendered to you at the request of Alitalia-Linee
Aeree Italiane S.p.A. and Racom Teledata S.p.A. pursuant to Section 6(e) of the
Underwriting Agreement. This letter is being furnished to you solely for your
benefit, and is not to be used, circulated, quoted or otherwise referred to for
any other purpose.
Very truly yours,
D-3
<PAGE> 48
Exhibit E-1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
New York Counsel and U.S. Counsel for US Airways, Inc. and US Airways
Investment Management Company, Inc.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Ladies and Gentlemen:
We have acted as special counsel to US Airways, Inc., a Delaware
corporation, and its wholly owned subsidiary, US Airways Investment Management
Company, Inc., a Nevada corporation (the "Selling Stockholder"), in connection
with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, Galileo
International, Inc., a Delaware corporation (the "Company"), the Selling
Stockholder and the other selling stockholders named in the Underwriting
Agreement, of the number of shares of the Company's common stock, $.01 par
E-1-1
<PAGE> 49
value, set forth opposite the name of the Selling Stockholder in Schedule I to
the Underwriting Agreement (the "Shares").
We are furnishing this opinion to you pursuant to Section 6(f) of the
Underwriting Agreement. Capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in the Underwriting Agreement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the registration
statement on Form S-3 (File No. 333-77773) of the Company relating to shares of
common stock of the Company, as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") (such registration statement, as so amended and declared
effective by the Commission, being hereinafter referred to as the "Registration
Statement"); (ii) the final prospectus, dated May __, 1999 relating to the
Shares (the "Prospectus"); (iii) the certificate representing the Shares; and
(iv) the Underwriting Agreement. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company, The Selling Stockholder and others and such agreements, certificates of
public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Selling Stockholder, we have assumed that such parties had or will have the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and execution and delivery by such parties of such documents and
(except to the extent set forth in paragraph 2 below) the validity and binding
effect thereof. In addition, we have assumed that the Shares have been duly and
validly authorized and issued by the Company and are fully paid and
non-assessable. To the extent that any document, agreement or instrument
reviewed by us for purposes of this opinion is governed by laws other than those
of the State of New York, the United States of America or the General
Corporation Law of the State of Delaware, our opinions herein are based solely
on the plain meaning of such documents, agreements or instruments. As to any
facts material to the opinions expressed herein that we have not independently
established or verified, we have relied upon oral or written statements
E-1-2
<PAGE> 50
and representations of officers and other representatives of the Company and
others.
As used in this opinion, (a) the term "Applicable Laws" means the laws
of the State of New York and the federal laws of the United States of America
(except for antifraud laws, federal and state securities and antitrust laws and
the rules and regulations of the National Association of Securities Dealers,
Inc.) that, in our experience, are normally applicable to transactions of the
type contemplated by the Underwriting Agreement, but without having made any
special investigation as to the applicability of any other law, rule or
regulation; and (b) the term "Governmental Authorities" means any New York or
federal executive, legislative, judicial, administrative or regulatory body
having jurisdiction under Applicable Laws.
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction other
than the federal laws of the United States of America to the extent specifically
referred to herein.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:
1. The execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under, the
Underwriting Agreement will not contravene (A) any provision of any Applicable
Law, (B) to our knowledge, any agreement or instrument that is binding upon the
Selling Stockholder and that is material to the Selling Stockholder and its
affiliates, taken as a whole, or (C) to our knowledge, any judgment, order or
decree of any governmental body, agency or court of the United States or the
State of New York having jurisdiction over the Selling Stockholder, except, in
the case of clause (A) or (B), for any contraventions as would not individually
or in the aggregate materially and adversely affect the consummation by the
Selling Stockholder of the transactions contemplated by the Underwriting
Agreement.
2. No consent, approval, authorization or order of, or qualification
with, any Governmental Authority pursuant to Applicable Law is required for the
performance by the Selling Stockholder of its obligations under the Underwriting
Agreement.
3. Assuming that each of the Underwriters acquires its interest in
the Shares in good faith and without notice of any adverse claims, upon delivery
of the Shares to each Underwriter endorsed to it or in blank in the State of New
York, each Underwriter will acquire ownership of such Shares free of any adverse
E-1-3
<PAGE> 51
claims (within the meaning of Section 8-302 of the Uniform Commercial Code as in
effect on the date hereof in the State of New York).
This opinion is furnished to you solely for your benefit in connection
with the closing under the Underwriting Agreement occurring today and is not to
be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person without our prior express written permission.
Very truly yours,
E-1-4
<PAGE> 52
Exhibit E-2
Opinion of _____________________,
Nevada Counsel for US Airways, Inc. and
US Airways Investment Management Company, Inc.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Ladies and Gentlemen:
We have acted as special counsel to US Airways, Inc., a Delaware
corporation, and its wholly owned subsidiary, US Airways Investment Management
Company, Inc., a Nevada corporation (the "Selling Stockholder"), in connection
with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, Galileo
International, Inc., a Delaware corporation (the "Company"), the Selling
Stockholder and the other selling stockholders named in the Underwriting
Agreement, of the number of shares of the Company's common stock, $.01 par
E-2-1
<PAGE> 53
value, set forth opposite the name of the Selling Stockholder in Schedule I to
the Underwriting Agreement (the "Shares").
We are furnishing this opinion to you pursuant to Section 6(f) of the
Underwriting Agreement. Capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in the Underwriting Agreement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the registration
statement on Form S-3 (File No. 333-77773) of the Company relating to shares of
common stock of the Company, as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") (such registration statement, as so amended and declared
effective by the Commission, being hereinafter referred to as the "Registration
Statement"); (ii) the final prospectus, dated May __, 1999 relating to the
Shares (the "Prospectus"); (iii) the certificate representing the Shares; (iv)
the Articles of Incorporation of the Company as in effect on the date hereof
(the "Articles of Incorporation"); (v) the By-Laws of the Company as in effect
on the date hereof (the "By-Laws"); (vi) the Underwriting Agreement; and (vii)
certain resolutions of the Board of Directors of the Company, relating to, among
other things, the sale of the Shares. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and others and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Selling Stockholder, we have assumed that such parties had or will have the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and execution and delivery by such parties of such documents and
(except to the extent set forth in paragraph 4 below) the validity and binding
effect thereof. In addition, we have assumed that the Shares have been duly and
validly authorized and issued by the Company and are fully paid and
non-assessable. To the extent that any document, agreement or instrument
reviewed by us for purposes of this opinion is governed by laws other than those
of the State of Nevada, our opinions herein are based solely on the plain
meaning of such documents, agreements or instruments. As to
E-2-2
<PAGE> 54
any facts material to the opinions expressed herein that we have not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.
As used in this opinion, (a) the term "Applicable Laws" means only the
laws of the State of Nevada and the United States of America (except for
antifraud laws, federal and state securities and antitrust laws and the rules
and regulations of the National Association of Securities Dealers, Inc.) that,
in our experience, are normally applicable to transactions of the type
contemplated by the Underwriting Agreement, but without having made any special
investigation as to the applicability of any other law, rule or regulation; and
(b) the term "Governmental Authorities" means any Nevada or federal executive,
legislative, judicial, administrative or regulatory body having jurisdiction
under Applicable Laws.
Members of our firm are admitted to the bar in the State of Nevada, and
we do not express any opinion as to the laws of any other jurisdiction other
than the laws of the State of Nevada and the laws of the United States of
America to the extent specifically referred to herein.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:
1. The Selling Stockholder has been duly incorporated and is validly
existing as a corporation in good standing under the law of Nevada, with
corporate power and authority under such law to enter into and perform its
obligations under the Underwriting Agreement and to sell, transfer and deliver
the Shares as contemplated thereby. Our opinion with respect to valid existence
and good standing of the Selling Stockholder is based solely on a certificate of
the Secretary of State of Nevada.
2. The Underwriting Agreement has been duly authorized, executed and
delivered by the Selling Stockholder.
3. The execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under, the
Underwriting Agreement will not contravene (A) the Articles of Incorporation or
By-Laws, (B) any provision of any Applicable Law, (C) to our knowledge, any
agreement or instrument that is binding upon the Selling Stockholder and that is
material to the Selling Stockholder and its affiliates, taken as a whole, or (D)
to our knowledge, any judgment, order or decree of any governmental body, agency
or court of Nevada having jurisdiction over the Selling Stockholder, except, in
the case of clause (B) or (C), for any contraventions as would not individually
or in the
E-2-3
<PAGE> 55
aggregate materially and adversely affect the consummation by the Selling
Stockholder of the transactions contemplated by the Underwriting Agreement.
4. No consent, approval, authorization or order of, or qualification
with, any Governmental Authority pursuant to Applicable Law is required for the
performance by the Selling Stockholder of its obligations under the Underwriting
Agreement.
This opinion is furnished to you solely for your benefit in connection
with the closing under the Underwriting Agreement occurring today and is not to
be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person without our prior express written permission.
Very truly yours,
E-2-4
<PAGE> 56
Exhibit F
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Counsel for United Air Lines, Inc. and Covia LLC
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Ladies and Gentlemen:
We have acted as special counsel to United Air Lines, Inc., a Delaware
corporation, and Covia LLC, a Delaware limited liability company (the "Selling
Stockholder"), the sole member of which is United Air Lines, Inc., in connection
with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, Galileo
International, Inc., a Delaware corporation (the "Company"), the Selling
Stockholder and the other selling stockholders named in the Underwriting
Agreement, of the number of shares of the Company's common stock, $.01 par
value, set forth opposite the name of the Selling Stockholder in Schedule I to
the Underwriting Agreement (the "Shares").
F-1
<PAGE> 57
We are furnishing this opinion to you pursuant to Section 6(g) of the
Underwriting Agreement. Capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in the Underwriting Agreement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the registration
statement on Form S-3 (File No. 333-77773) of the Company relating to shares of
common stock of the Company, as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") (such registration statement, as so amended and declared
effective by the Commission, being hereinafter referred to as the "Registration
Statement"); (ii) the final prospectus, dated May __, 1999 relating to the
Shares (the "Prospectus"); (iii) the certificate representing the Shares; (iv)
the Limited Liability Company Agreement of the Selling Stockholder as in effect
on the date hereof (the "Limited Liability Company Agreement"); (v) the
Underwriting Agreement; and (vii) certain resolutions of the sole member of the
Selling Stockholder, relating to, among other things, the sale of the Shares. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and others and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company, the Selling Stockholder and others, and such
other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Selling Stockholder, we have assumed that such parties had or will have the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and execution and delivery by such parties of such documents and
(except to the extent set forth in paragraph 4 below) the validity and binding
effect thereof. In addition, we have assumed that the Shares have been duly and
validly authorized and issued by the Company and are fully paid and
non-assessable. To the extent that any document, agreement or instrument
reviewed by us for purposes of this opinion is governed by laws other than those
of the State of New York, the United States of America or the Delaware Limited
Liability Company Act, our opinions herein are based solely on the plain meaning
of such documents, agreements or instruments. As to any facts material to the
opinions expressed herein that we have not independently
F-2
<PAGE> 58
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.
As used in this opinion, (a) the term "Applicable Laws" means only the
Delaware Limited Liability Company Act and the laws of the State of New York and
the United States of America (except for antifraud laws, federal and state
securities and antitrust laws and the rules and regulations of the National
Association of Securities Dealers, Inc.) that, in our experience, are normally
applicable to transactions of the type contemplated by the Underwriting
Agreement, but with out having made any special investigation as to the
applicability of any other law, rule or regulation; and (b) the term
"Governmental Authorities" means any New York, Delaware or federal executive,
legislative, judicial, administrative or regulatory body having jurisdiction
under Applicable Laws.
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction other
than the Delaware Limited Liability Company Act and the federal laws of the
United States of America to the extent specifically referred to herein.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:
1. The Selling Stockholder has been duly organized and is validly
existing as a limited liability company in good standing under the law of
Delaware, with power and authority under such law to enter into and perform its
obligations under the Underwriting Agreement and to sell, transfer and deliver
the Shares as contemplated thereby. Our opinion with respect to valid existence
and good standing of the Selling Stockholder is based solely on a certificate of
the Secretary of State of Delaware.
2. The Underwriting Agreement has been duly authorized, executed and
delivered by the Selling Stockholder.
3. The execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under, the
Underwriting Agreement will not contravene (A) the Limited Liability Company
Agreement, (B) any provision of any Applicable Law, (C) to our knowledge, any
agreement or other instrument that is binding upon the Selling Stockholder and
that is material to the Selling Stockholder and its affiliates, taken as a
whole, or (D) to our knowledge, any judgment, order or decree of any
governmental body, agency or court of the United States, the State of New York
or the State of Delaware having jurisdiction over the Selling Stockholder,
except, in the case of clause (B) or (C), for any contraventions as would not
individually or in the aggregate materially
F-3
<PAGE> 59
and adversely affect the consummation by the Selling Stockholder of the
transactions contemplated by the Underwriting Agreement.
4. No consent, approval, authorization or order of, or qualification
with, any Governmental Authority pursuant to Applicable Law is required for the
performance by the Selling Stockholder of its obligations under the Underwriting
Agreement.
5. Assuming that each of the Underwriters acquires its interest in
the Shares in good faith and without notice of any adverse claims, upon delivery
of the Shares to each Underwriter endorsed to it or in blank in the State of New
York, each Underwriter will acquire ownership of such Shares free of any adverse
claims (within the meaning of Section 8-302 of the Uniform Commercial Code as in
effect on the date hereof in the State of New York).
This opinion is furnished to you solely for your benefit in connection
with the closing under the Underwriting Agreement occurring today and is not to
be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person without our prior express written permission.
Very truly yours,
F-4
<PAGE> 60
Exhibit G
Opinion of Anthony Hellegers,
Dutch Counsel for Koninklijke Luchtvaart
Maatschappij N.V. and Travel Industry Systems B.V.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
I have acted as counsel for Koninklijke Luchtvaart Maatschappij N.V.
and Travel Industry Systems B.V. (the "Selling Stockholder") in connection with
the purchase by the underwriters (the "Underwriters"), including yourselves,
named in Schedules II and III to the Underwriting Agreement dated May __, 1999
(the "Underwriting Agreement") among the Underwriters, Galileo International
Inc., a Delaware corporation (the "Company"), the Selling Stockholder and the
other selling stockholders named in the Underwriting Agreement, of the number of
shares of the Company's common stock, $0.01 par value, set forth opposite the
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name of the Selling Stockholder in Schedule I to the Underwriting Agreement
(the "Shares").
In such capacity, I have examined and relied as to factual matters upon
the representation and warranties contained in or made pursuant to the
Underwriting Agreement, and upon the originals, or copies certified or otherwise
identified to my satisfaction, of such records, documents, certificates and
other instruments as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity of the originals of all documents submitted to
me as copies.
My opinion set forth below is limited to the law of The Netherlands,
and do not express any opinion herein concerning any other law.
Based upon and subject to the foregoing, I am of the opinion that:
1. the Selling Stockholder has been duly incorporated and is validly
existing as a __ in good standing under the law of The Netherlands,
with corporate power and authority under such law to enter into and
perform its obligations under the Underwriting Agreement and to sell,
transfer and deliver the Shares as contemplated thereby;
2. the Underwriting Agreement has been duly authorized, executed and
delivered by the Selling Stockholder;
3. the execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under, the
Underwriting Agreement will not contravene any provision of (a) the
certificate of incorporation or by-laws or other constitutive documents
of the Selling Stockholder, (b) the laws of The Netherlands, or, to my
knowledge, any agreement or other instrument that is binding upon the
Selling Stockholder and that is material to the Selling Stockholder and
its affiliates, taken as a whole, except in the case of this clause (b)
for any contraventions as would not individually or in the aggregate
materially and adversely affect the consummation by such Selling
Stockholder of the transactions contemplated by the Underwriting
Agreement, or (c) to my knowledge, any judgment, order or decree of any
governmental body, agency or court of The Netherlands having
jurisdiction over the Selling Stockholder;
4. no consent, approval, authorization or order of, or qualification
with, any governmental body, agency or court of The Netherlands is
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required for the performance by the Selling Stockholder of its
obligations under the Underwriting Agreement except as may be required
by the securities or similar laws of The Netherlands; and
5. to the extent the matter is governed or affected by the law of The
Netherlands, the Selling Stockholder has valid title to the Shares, and
delivery of the Shares pursuant to the Underwriting Agreement will pass
title to the Shares free and clear of any security interests, claims,
liens, equities and other encumbrances.
This opinion is being rendered to you at the request of Koninklijke
Luchtvaart Maatschappij N.V. and Travel Industry Systems B.V. pursuant to
Section 6(h) of the Underwriting Agreement. This opinion is being furnished to
you solely for your benefit, and is not to be used, circulated, quoted or
otherwise referred to for any other purpose.
Very truly yours,
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Exhibit H
Opinion of Cravath, Swaine & Moore
U.S. Counsel for Koninklijke Luchtvaart
Maatschappij N.V. and Travel Industry Systems B.V.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
We have acted as U.S. counsel for Koninklijke Luchtvaart Maatschappij
N.V. and Travel Industry Systems B.V. (the "Selling Stockholder"), in connection
with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, Galileo
International, Inc., a Delaware corporation (the "Company"), the Selling
Stockholder and the other selling stockholders named in the Underwriting
Agreement, of the number of shares of the Company's common stock, $.01 par
value, set forth opposite the
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name of the Selling Stockholder in Schedule I to the Underwriting Agreement
(the "Shares").
We have also examined and relied as to factual matters upon the
representations and warranties contained in or made pursuant to the Underwriting
Agreement, and upon the originals, or copies certified or otherwise identified
to our satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
Our opinion set forth below is limited to the law of the State of New
York and the federal law of the United States, and assumes without independent
inquiry the correctness of the opinion of counsel for the Selling Stockholder
furnished to you today pursuant to Section 6(h) of the Underwriting Agreement.
Based upon and subject to the foregoing, we are of opinion that:
1. The execution and delivery by the Selling Stockholder of,
and the performance by the Selling Stockholder of its obligations
under, the Underwriting Agreement will not contravene any provision of
the federal law of the United States or the law of the State of New
York, except for any contraventions as would not materially and
adversely affect the consummation by the Selling Stockholder of the
transactions contemplated by the Underwriting Agreement.
2. No consent, approval, authorization or order of, or
qualification with, any governmental body or agency of the United
States of America or the State of New York is required for the
performance by the Selling Stockholder of its obligations under the
Underwriting Agreement, except as may be required by the Securities Act
or the securities or Blue Sky laws of the State of New York.
3. To the extent the matter is governed by the law of the
State of New York or the General Corporation Law of the State of
Delaware, and assuming that each of the Underwriters acquired its
interest in such Shares delivered to it in good faith and without
notice of any adverse claims, upon delivery of such Shares to such
Underwriter endorsed to it or in blank in the State of New York, such
Underwriter will acquire ownership of such Shares free of any adverse
claims (within the meaning of Section 8-302 of the Uniform Commercial
Code as in effect on the date hereof in the State of New York).
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<PAGE> 65
This letter is being rendered to you at the request of Koninklijke
Luchtvaart Maatschappij N.V. and Travel Industry Systems B.V. pursuant to
Section 6(h) of the Underwriting Agreement. This letter is being furnished to
you solely for your benefit, and is not to be used, circulated, quoted or
otherwise referred to for any other purpose.
Very truly yours,
H-3
<PAGE> 66
Exhibit I
Opinion of _______________,
Portuguese Counsel for Transportes Aereos
Portugueses S.A. and Coporga, Inc.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
I have acted as counsel for Coporga, Inc. (the "Selling Stockholder"),
a wholly-owned subsidiary of Transportes Aereos Portugueses S.A. in connection
with the purchase by the underwriters (the "Underwriters"), including
yourselves, named in Schedules II and III to the Underwriting Agreement dated
May __, 1999 (the "Underwriting Agreement") among the Underwriters, Galileo
International Inc., a Delaware corporation (the "Company"), the Selling
Stockholder and the other selling stockholders named in the Underwriting
Agreement, of the number of shares of the Company's common stock, $0.01 par
value, set forth opposite the
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<PAGE> 67
name of the Selling Stockholder in Schedule I to the Underwriting Agreement
(the "Shares").
In such capacity, I have examined and relied as to factual matters upon
the representation and warranties contained in or made pursuant to the
Underwriting Agreement, and upon the originals, or copies certified or otherwise
identified to my satisfaction, of such records, documents, certificates and
other instruments as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity of the originals of all documents submitted to
me as copies.
My opinion set forth below is limited to the law of the Republic of
Italy, and do not express any opinion herein concerning any other law.
Based upon and subject to the foregoing, I am of the opinion that:
1. the Selling Stockholder has been duly incorporated and is validly
existing as a _______ in good standing under the law of the Republic of
Portugal, with corporate power and authority under such law to enter
into and perform its obligations under the Underwriting Agreement and
to sell, transfer and deliver the Shares as contemplated thereby;
2. the Underwriting Agreement has been duly authorized, executed and
delivered by the Selling Stockholder;
3. the execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under, the
Underwriting Agreement will not contravene any provision of (a) the
certificate of incorporation or by-laws or other constitutive documents
of the Selling Stockholder, (b) the laws of the Republic of Portugal,
or, to my knowledge, any agreement or other instrument that is binding
upon the Selling Stockholder and that is material to the Selling
Stockholder and its affiliates, taken as a whole, except in the case of
this clause (b) for any contraventions as would not individually or in
the aggregate materially and adversely affect the consummation by such
Selling Stockholder of the transactions contemplated by the
Underwriting Agreement, or (c) to my knowledge, any judgment, order or
decree of any governmental body, agency or court of the Republic of
Portugal having jurisdiction over the Selling Stockholder;
4. no consent, approval, authorization or order of, or qualification
with, any governmental body, agency or court of the Republic of
Portugal
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<PAGE> 68
is required for the performance by the Selling Stockholder of its
obligations under the Underwriting Agreement except as may be required
by the securities or similar laws of the Republic of Portugal; and
5. to the extent the matter is governed or affected by the law of the
Republic of Italy, the Selling Stockholder has valid title to the
Shares, and delivery of the Shares pursuant to the Underwriting
Agreement will pass title to the Shares free and clear of any security
interests, claims, liens, equities and other encumbrances.
This opinion is being rendered to you at the request of Coporga, Inc.
pursuant to Section 6(i) of the Underwriting Agreement. This opinion is being
furnished to you solely for your benefit, and is not to be used, circulated,
quoted or otherwise referred to for any other purpose.
Very truly yours,
I-3
<PAGE> 69
Exhibit J
Opinion of ___________,
U.S. Counsel for Transportes Aereos
Portugueses S.A. and Coporga, Inc.
June __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Galileo International, Inc.
Public Offering
Ladies and Gentlemen:
We have acted as U.S. counsel for Transportes Aereos Portugueses S.A.
and Coporga, Inc. (the "Selling Stockholder"), in connection with the purchase
by the underwriters (the "Underwriters"), including yourselves, named in
Schedules II and III to the Underwriting Agreement dated May __, 1999 (the
"Underwriting Agreement") among the Underwriters, Galileo International, Inc., a
Delaware corporation (the "Company"), the Selling Stockholder and the other
selling stockholders named in the Underwriting Agreement, of the number of
shares of the Company's common stock, $.01 par value, set forth opposite the
name of the Selling Stockholder in Schedule I to the Underwriting Agreement (the
"Shares").
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<PAGE> 70
We have also examined and relied as to factual matters upon the
representations and warranties contained in or made pursuant to the Underwriting
Agreement, and upon the originals, or copies certified or otherwise identified
to our satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
Our opinion set forth below is limited to the law of the State of New
York and the federal law of the United States, and assumes without independent
inquiry the correctness of the opinion of counsel for the Selling Stockholder
furnished to you today pursuant to Section 6(i) of the Underwriting Agreement.
Based upon and subject to the foregoing, we are of opinion that:
1. The execution and delivery by the Selling Stockholder of,
and the performance by the Selling Stockholder of its obligations
under, the Underwriting Agreement will not contravene any provision of
the federal law of the United States or the law of the State of New
York, except for any contraventions as would not materially and
adversely affect the consummation by the Selling Stockholder of the
transactions contemplated by the Underwriting Agreement.
2. No consent, approval, authorization or order of, or
qualification with, any governmental body or agency of the United
States of America or the State of New York is required for the
performance by the Selling Stockholder of its obligations under the
Underwriting Agreement, except as may be required by the Securities Act
or the securities or Blue Sky laws of the State of New York.
3. To the extent the matter is governed by the law of the
State of New York or the General Corporation Law of the State of
Delaware, and assuming that each of the Underwriters acquired its
interest in such Shares delivered to it in good faith and without
notice of any adverse claims, upon delivery of such Shares to such
Underwriter endorsed to it or in blank in the State of New York, such
Underwriter will acquire ownership of such Shares free of any adverse
claims (within the meaning of Section 8-302 of the Uniform Commercial
Code as in effect on the date hereof in the State of New York).
This letter is being rendered to you at the request of Transportes
Aereos Portugueses S.A. and Coporga, Inc. pursuant to Section 6(i) of the
Underwriting
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<PAGE> 71
Agreement. This letter is being furnished to you solely for your benefit, and is
not to be used, circulated, quoted or otherwise referred to for any other
purpose.
Very truly yours,
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<PAGE> 72
Exhibit K
Form of Lock-up Letter
May __, 1999
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
ABN AMRO Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Merrill Lynch International
ABN AMRO Rothschild
Lehman Brothers International (Europe)
Salomon Brothers International Limited
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England
Dear Sirs and Mesdames:
The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley"), as Representative of the several Underwriters, proposes to
enter into an Underwriting Agreement (the "Underwriting Agreement") with Galileo
International, Inc., a Delaware corporation (the "Company"), and certain
stockholders of the Company (the "Selling Stockholders") providing for the
public offering (the "Public Offering") by the several Underwriters, including
Morgan Stanley (the "Underwriters"), of up to 36,727,600 shares (the "Shares")
of the Common Stock ($.01 par value per share) of the Company (the "Common
Stock").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 90 days after the date of the final prospectus
relating to the Public
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<PAGE> 73
Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock (other than any such
transaction between an airline stockholder and any affiliate thereof provided
that such affiliate has delivered to you on or before the date of such
transaction, a "lock-up" agreement, substantially identical to this agreement)
(provided that such shares or securities are either now owned by the undersigned
or are hereafter acquired prior to or in connection with the Public Offering),
or (2) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of such shares
of Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to the sale of any
Shares to the Underwriters pursuant to the Underwriting Agreement. In addition,
the undersigned agrees that, without the prior written consent of Morgan Stanley
on behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 90 days after the date of the Prospectus, make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation among the Company, the Selling Stockholders and the Underwriters.
Notwithstanding anything to the contrary contained herein, this Agreement shall
not become effective until the Underwriting Agreement has been executed and
delivered by each of the parties thereto.
Very truly yours,
[NAME OF STOCKHOLDER]
K-2
