EXHIBIT 1.2
TERMS AGREEMENT
% Notes Due , 20
February , 2000
Universal Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Universal Corporation, a Virginia corporation (the "Company"),
and ▇▇▇▇▇▇, Read & Co. Inc. and Wheat, First Securities, Inc., in their
capacities as original underwriters, entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated February 14, 1996, relating to the issuance
from time to time by the Company of its debt securities under an indenture (the
"Indenture"), dated as of February 1, 1991, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee. This Terms
Agreement, relating to the Securities referred to below, is being entered into
among the Company and Warburg Dillon Read LLC (successor to ▇▇▇▇▇▇, Read & Co.
Inc.), First Union Securities, Inc (successor to Wheat, First Securities, Inc.)
and SunTrust Equitable Securities Corporation (together, the "Underwriters")
pursuant to the Underwriting Agreement. Capitalized terms used herein and not
otherwise defined have the meanings given them in the Underwriting Agreement.
The Underwriters understand that the Company proposes to issue
and sell $120,000,000 aggregate principal amount of its o% Notes Due February ,
20 (the "Securities"). Subject to the terms, conditions, representations and
warranties set forth or incorporated by reference herein, the Company agrees to
sell to the Underwriters and the Underwriters severally agree to purchase from
the Company the principal amount of the Securities set forth next to such
Underwriter's name in Exhibit A hereto at % of the principal amount thereof
plus accrued interest from February , 2000, if any, to the Closing Date
referred to below. The Prospectus Supplement with respect to the Securities is
dated February , 2000 (the "Prospectus Supplement") and includes the Prospectus
dated February 5, 1996 (the "Basic Prospectus", and together with the Prospectus
Supplement, the "Prospectus").
The Underwriters will pay for such Securities upon delivery
thereof in New York, New York at 10:00 a.m. (New York time) on February , 2000
(the "Closing Date") by wire transfer of immediately available funds, or at such
other time on the Closing Date as shall be agreed upon by the Company and the
Underwriters.
The Securities shall be issued in book-entry form and shall
have the following terms:
(a) Interest: % per annum
(b) Maturity: February , 20
(c) Initial Offering Price to the Public: % of the principal amount
of the Securities plus
accrued interest from ,
2000, if any.
(d) Interest Payment Dates: February and August ,
commencing August , 2000.
(e) Regular Record Dates: and immediately preceding such
interest payment date.
(f) Optional Redemption The Company may redeem some or all of the
Notes at any time. Holders of the Notes do
not have the right to require the Company to
redeem the Notes.
If the Company redeems the Notes, it must pay
the greater of
o 100% of the principal amount of the
Notes to be redeemed or
o the sum of the present value of the
remaining scheduled payments of
principal and interest on the Notes
being redeemed, not including interest
accrued and paid as of the redemption
date, discounted to the redemption date
on a semi-annual basis, at the adjusted
treasury rate referred to in the
Prospectus Supplement plus basis
points, assuming a 360-day year
comprised of twelve 30-day months.
In each case, the Company will also pay accrued
interest if it has not otherwise paid interest
through the redemption date.
Notwithstanding Section 1104 of the Indenture any
notice of the foregoing redemption need not set
forth the Redemption Price, but only the manner
of calculation thereof. The Trustee shall not
be responsible for calculating the Redemption
Price. The Company shall notify the Trustee of
the Redemption Price, promptly after the
calculation thereof.
For a detailed description of the redemption
provisions, see "Description of the Notes" in
the Prospectus Supplement.
(g) Sinking Fund None
In consideration of the Company agreeing to issue the
Securities to the Underwriters, the Underwriters undertake that they will, in
connection with the issue and purchase of such Securities, perform and comply
with all applicable duties and obligations expressed to be assumed by an
Underwriter under the Underwriting Agreement.
All provisions contained in the Underwriting Agreement are
incorporated by reference herein in their entirety and shall be deemed to be
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. In the event of a conflict between the Underwriting
Agreement and this Terms Agreement, the terms and provisions of this Terms
Agreement shall prevail.
All references in the Underwriting Agreement to "McGuire,
Woods, Battle & Booth, L.L.P." shall hereby be understood to be references to
"▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇". All references in the Underwriting Agreement to "▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇" shall hereby be understood to be references to "▇▇▇▇▇▇ ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇." ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ may rely as to matters
governed by Virginia law on the opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Esq., Secretary
and General Counsel of the Company or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, Esq., Assistant
Secretary of the Company. All references in the Underwriting Agreement to
"Chemical Bank" shall hereby be understood to be references to "The Chase
Manhattan Bank". All references in the Underwriting Agreement to "Pricing
Agreement" shall hereby be understood to be references to this "Terms
Agreement".
Sections 5.(a) and 5.(b) of the Underwriting Agreement shall
be replaced in their entirety with Annex A attached hereto. Schedule A to the
Underwriting Agreement shall be replaced in its entirety with Schedule A
attached hereto.
Notwithstanding Section 9 "Notices" of the Underwriting
Agreement, notices to the Underwriters under the Underwriting Agreement and this
Terms Agreement shall be delivered or sent to Warburg Dillon Read LLC, ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Debt Capital Markets.
This Terms Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
This instrument may be signed by the parties in counterparts,
which together shall constitute one and the same agreement between the parties
and shall become effective at such time as each of the parties shall have signed
such counterparts and shall have notified the other party thereof. Delivery of
an executed counterpart of a signature page of this Terms Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Terms
Agreement.
Please confirm your agreement herewith by having an authorized
officer sign a copy of this Terms Agreement in the space provided below:
Very truly yours,
WARBURG DILLON READ LLC
FIRST UNION SECURITIES, INC
SUNTRUST EQUITABLE SECURITIES CORPORATION
By: WARBURG DILLON READ LLC
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Accepted and Agreed to as of
the Date First Above Written:
UNIVERSAL CORPORATION
By: _____________________________
Name:
Title:
Exhibit A
Name Principal Amount of Notes
---- -------------------------
Warburg Dillon Read LLC
First Union Securities, Inc
SunTrust Equitable Securities Corporation
Total: $120,000,000
Schedule A
Material Subsidiary Organized Under Law of
------------------- ----------------------
[Schedule]
Annex A
-------
New Section 5.(a) of the Underwriting Agreement
(a) The Company shall furnish to you at the Closing
Date a written opinion from ▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Secretary and
General Counsel of the Company, or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III,
Assistant Secretary of the Company, addressed to the
Underwriters, and dated the Closing Date, with reproduced
copies for each of the other Underwriters and in form and
substance satisfactory to ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for
the Underwriters, substantially to the effect that:
(i) the Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia, with full corporate power and authority to
own its properties and conduct its business as
described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement,
the Terms Agreement and the Indenture and to issue
and sell the Securities as herein and therein
contemplated;
(ii) (A) each of the Material Subsidiaries
has been duly incorporated and is validly existing as
a corporation in good standing under the laws of its
respective jurisdiction of incorporation with full
corporate power and authority to own its respective
properties and to conduct its respective business;
and (B) each of the Subsidiaries which are not
Material Subsidiaries has been duly incorporated and
is validly existing as a corporation in good standing
under the laws of its respective jurisdiction of
incorporation with full corporate power and authority
to own its respective properties and to conduct its
respective business in each jurisdiction in which the
failure to do so, individually or in the aggregate,
would have a material adverse effect on the
operations, business or financial condition of the
Company and its Subsidiaries, taken as a whole;
(iii) the Company and its Material
Subsidiaries are duly qualified or licensed by each
jurisdiction in which they conduct their respective
businesses and in which the failure, individually or
in the aggregate, to be so licensed or qualified
would have a material adverse effect on the
operations, business or financial condition of the
Company and its Subsidiaries taken as a whole, and
the Company and its Material Subsidiaries are duly
qualified, and are in good standing, in each
jurisdiction in which they own or lease real property
or maintain an office in which the failure to do so,
individually or in the aggregate, would have a
material adverse effect on the operations, business
or financial condition of the Company and its
Subsidiaries, taken as a whole;
(iv) the Indenture has been duly authorized
by all necessary corporate action on the part of the
Company, executed and delivered by the Company and
(assuming the Indenture has been duly authorized,
executed and delivered by the Trustee) constitutes a
valid and legally binding obligation of the Company
enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or
affecting creditors' rights and to general equity
principles;
(v) the Securities have been duly authorized
by all necessary corporate action on the part of the
Company, executed and delivered by the Company and
constitute valid and legally binding obligations of
the Company enforceable against the Company in
accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to
general equity principles;
(vi) this Agreement and the Terms Agreement
have been duly authorized, executed and delivered by
the Company;
(vii) all regulatory consents,
authorizations, approvals and filings required to be
obtained or made by the Company under the laws of the
Commonwealth of Virginia for the issuance, sale and
delivery of the Securities by the Company to the
Underwriters have been obtained or made;
(viii) the execution, delivery and
performance of this Agreement, the Terms Agreement
and the Indenture by the Company and the issuance of
the Securities and the consummation by the Company of
the transactions contemplated hereby and thereby do
not and will not conflict with, or result in any
breach of, or constitute a default under (nor
constitute any event which with notice, lapse of
time, or both, would constitute a breach of or
default under), any provisions of the charter or
by-laws of the Company or, to such counsel's
knowledge, any of its Subsidiaries or under any
provision of any license, indenture, mortgage, deed
of trust, bank loan, credit agreement or other
agreement or instrument to which the Company or, to
such counsel's knowledge, any of its Subsidiaries is
a party or by which any of them or their respective
properties may be bound or affected, or under any
law, regulation or rule or any decree, judgment or
order applicable to the Company or, to such counsel's
knowledge, any of its Subsidiaries in which such
conflict, breach or default, individually or in the
aggregate, would have a material adverse effect on
the operations, business or financial condition of
the Company and its Subsidiaries, taken as a whole;
(ix) to such counsel's knowledge, neither
the Company nor any of its Subsidiaries is in breach
of, or in default under (nor has any event occurred
which with notice, lapse of time, or both would
constitute a breach of, or default under), any
license, indenture, mortgage, deed of trust, bank
loan or any other agreement or instrument to which
the Company or any of its Subsidiaries is a party or
by which any of them or their respective properties
may be bound or affected by or under any law,
regulation or rule or any decree, judgment or order
applicable to the Company or any of its Subsidiaries
in which such breach or default, individually or in
the aggregate, would have a material adverse effect
on the operations, business or financial condition of
the Company and its Subsidiaries, taken as a whole;
and
(x) to such counsel's knowledge, there are
no actions, suits or proceedings pending or
threatened against the Company or any of its
Subsidiaries or any of their respective properties,
at law or in equity or before or by any commission,
board, body, authority or agency which are required
to be described in the Prospectus but are not so
described.
(xi) to such counsel's knowledge, there are
no contracts, licenses, agreements, leases or
documents of a character which are required to be
filed as exhibits to the Registration Statement or to
be summarized or described in the Prospectus which
have not been so filed, summarized or described.
In addition, such counsel may state that he is
licensed to practice law only in the Commonwealth of Virginia
and that he expresses no opinion as to the effect of the laws
of any other jurisdiction other than the federal laws of the
United States of America, and may rely (A) as to matters
involving the application of laws other than the laws of the
Commonwealth of Virginia or United States law, to the extent
he deems it proper and to the extent specified in such
opinion, upon the opinion or opinions of local and foreign
counsel and (B) as to matters of fact, to the extent he deems
proper, on certificates of responsible officers of the Company
and certificates or other written statements of public
officials. The opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
III shall state that the opinion of such local and foreign
counsel is in form satisfactory to him and, in his opinion, he
and the Underwriters are justified in relying thereon.
New Section 5.(b) of the Underwriting Agreement
(b) The Company shall furnish to you at the Closing
Date an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the
Company, in each case addressed to the Underwriters, and dated
the Closing Date, with reproduced copies for each of the other
Underwriters and in form and substance satisfactory to ▇▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Underwriters, substantially
to the effect that:
(i) the Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia, with full corporate power and authority to
own its properties and conduct its business as
described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement,
the Terms Agreement and the Indenture and to issue
and sell the Securities as herein and therein
contemplated;
(ii) the Indenture has been duly authorized
by all necessary corporate action on the part of the
Company, executed and delivered by the Company and
(assuming the Indenture has been duly authorized,
executed and delivered by the Trustee) constitutes a
valid and legally binding obligation of the Company
enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or
affecting creditors' rights and to general equity
principles;
(iii) the Securities have been duly
authorized by all necessary corporate action on the
part of the Company, executed and delivered by the
Company and constitute valid and legally binding
obligations of the Company enforceable against the
Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of
general applicability relating to or affecting
creditors' rights and to general equity principles;
(iv) this Agreement and the Terms Agreement
have been duly authorized, executed and delivered by
the Company;
(v) the Securities and the Indenture
conform in all material respects to the description
thereof contained in the Registration Statement and
Prospectus;
(vi) the Registration Statement has become
effective under the Act and, to such counsel's
knowledge, no stop order proceedings with respect
thereto are pending or threatened under the Act;
(vii) no approval, authorization, consent or
order of or filing with any court or governmental
agency or body is required on the part of the Company
in connection with the issuance and sale of the
Securities as contemplated hereby other than
registration of the Securities under the Act and
qualification of the Indenture under the Trust
Indenture Act (except such counsel need express no
opinion as to any necessary qualification under the
state securities or blue sky laws of the various
jurisdictions in which the Shares are being offered
by the Underwriters).
In addition, such counsel shall state that they have
participated in conferences with officers and other representatives of
the Company, representatives of the independent public accountants of
the Company and representatives of the Underwriters at which the
contents of the Registration Statement and Prospectus were discussed
and, although such counsel has not undertaken to investigate or verify
independently and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or Prospectus or documents incorporated by
reference therein, each part of the Registration Statement, when such
part became effective, and the Basic Prospectus, as supplemented by the
Prospectus Supplement, as of the date of the Prospectus Supplement,
appeared on their face to be appropriately responsive, in all material
respects relevant to the offering of the Securities, to the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder; further, nothing has come to the attention of
such counsel that causes them to believe that, insofar as relevant to
the offering of the Securities, the Registration Statement or any
amendment thereto at the time such Registration Statement or amendment
became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the
Prospectus or any supplement thereto at the date of such Prospectus or
such supplement contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. In connection with the
foregoing paragraph, such counsel may state that (A) the limitations
inherent in the independent verification of factual matters and the
character of determinations involved in the registration process are
such that they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement and Prospectus except for those made under the
captions "Description of Debt Securities" and "Description of the
Notes" insofar as they relate to provisions of documents therein
described; (B) they do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus, or as to the statement of the
eligibility of the Trustee under the Indenture under which the
Securities are being issued; and (C) their opinion and statements in
this paragraph are furnished to the representatives of the Underwriters
solely for the benefit of the Underwriters. In rendering such opinion
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely (A) as to matters involving the
application of laws other than the laws of the United States and the
State of New York, to the extent it deems it proper and to the extent
specified in such opinion, upon the opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇,
Secretary and General Counsel of the Company, or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III,
Assistant Secretary of the Company, as to matters of Virginia law and
(B) as to matters of fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and certificates or
other written statements of public officials. The opinion of ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ shall state that the opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ III is in form satisfactory to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and, in
▇▇▇▇▇▇▇▇ & Cromwell's opinion, the Underwriters and they are justified
in relying thereon.
