Exhibit 1.01
TERMS AGREEMENT
January 5, 1998
Commercial Credit Company
000 Xx. Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
Dear Sirs:
We understand that Commercial Credit Company, a Delaware
corporation (the "Company"), proposes to issue and sell $300,000,000
aggregate principal amount of its debt securities (the "Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, we, as underwriters (the "Underwriters"), offer to
purchase, severally and not jointly, the principal amount of Securities set
forth opposite our respective names on the list attached hereto at 99.362% of
the principal amount thereof, plus accrued interest from January 1, 1998 to
the date of payment and delivery. The Closing Date shall be January 8, 1998,
at 8:30 A.M. at the offices of the Company, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: 6-1/4% Notes due January 1, 2008
Maturity: January 1, 2008
Interest Rate: 6-1/4% per annum
Interest Payment
Dates: January 1 and July 1, commencing July 1, 1998
Initial Price to
Public: 99.962% of the principal amount thereof, plus accrued
interest from January 1, 1998 to the date of payment
and delivery
Redemption
Provisions: The Securities are not redeemable by the Company prior
to maturity.
Additional terms: The Regular Record Dates are December 15 and June
15. The
Securities shall be issuable as Registered Securities
only. The Securities will be initially represented by
one or more global Securities registered in the name of
The Depository Trust Company ("DTC") or its nominee.
Beneficial interests in the Securities will be shown
on, and transfers thereof will be effected only
through, records maintained by DTC and its
participants. Owners of beneficial interests in
Securities will be entitled to physical delivery of
Securities in certificated form only under the limited
circumstances described in the Company's Prospectus
Supplement dated January 5, 1998. Principal and
interest on the Securities shall be payable in United
States dollars. The provisions of Section 403 of the
Indenture relating to defeasance shall apply to the
Securities.
All the provisions contained in the document entitled "Commercial
Credit Company-Debt Securities-Underwriting Agreement Basic Provisions" and
dated November 28, 1989 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Terms Agreement: (a)
Immediately prior to the first parenthesis in the fourth sentence of the
first paragraph, add the following: ", as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental thereto"; (b) In the first line of Section 2(a), delete
"(33-28723)", and insert in lieu thereof "(333-28847)", and any reference in
the Basic Provisions to a registration statement shall be deemed to be a
reference to such registration statement on Form S-3; and (c) In the fifth
line of the third paragraph of Section 3, delete the phrase "New York
Clearinghouse (next day)" and insert in lieu thereof "federal or other same
day".
The Underwriters hereby agree in connection with the underwriting
of the Securities to comply with the
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requirements set forth in any applicable sections of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
A. Xxxxx XxXxxxx, Xx., Esq., Vice President, General Counsel,
Consumer Financial Services of the Company, is counsel to the Company. Xxxxx
Xxxxxxxxxx is counsel to the Underwriters.
The Securities will be made available for checking and packaging at
the designated office of Citibank, N.A. at least 24 hours prior to the
Closing Date.
Please accept this offer no later than 9:00 o'clock P.M. on January
5, 1998, by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
January 5, 1998, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON BROTHERS INC
BEAR, XXXXXXX & CO. INC.
CHASE SECURITIES INC.
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
ABN AMRO CHICAGO CORPORATION
BANCAMERICA XXXXXXXXX XXXXXXXX
By: SALOMON BROTHERS INC
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Director
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By: /s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
and Treasurer
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Principal
Underwriter Amount
----------- ----------
Salomon Brothers Inc ..................................... $50,000,000
Bear, Xxxxxxx & Co. Inc. ................................. $50,000,000
Chase Securities Inc. .................................... $50,000,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation ................................. $50,000,000
PaineWebber Incorporated ................................. $50,000,000
ABN AMRO Chicago Corporation ............................. $25,000,000
BancAmerica Xxxxxxxxx Xxxxxxxx ........................... $25,000,000
Total ............................................... $300,000,000
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