EXHIBIT 1.2
SCHEDULE I
TERMS AGREEMENT
October 28, 1997
To each of the Underwriters
named on Exhibit A hereto
Dear Sirs:
ThermoTrex Corporation, a Delaware corporation (the "Company"), proposes to
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issue and sell $110 million aggregate principal amount of its debt securities
with the terms set forth below (the "Offered Securities"). Subject to the terms
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and conditions set forth herein or incorporated by reference herein, the
underwriters named on Exhibit A hereto (the "Underwriters") offer to purchase,
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severally and not jointly, the principal amount of Offered Securities set forth
therein opposite their respective names at 98% of the principal amount
thereof (except with respect to $10 million principal amount of the Offered
Securities being sold to Thermo Electron Corporation (the "Guarantor"), for
which the purchase price shall be 100% of the principal amount thereof). In
addition, the Company hereby grants to the Underwriters an option to
purchase up to an additional $16.5 million aggregate principal amount of the
Offered Securities (the "Option Securities") to cover over-allotments, if
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any, on the terms and conditions set forth herein or incorporated herein by
reference. The purchase price for the Option Securities shall be 98% of the
principal amount thereof, together with accrued interest from the Closing Date.
The Offered Securities shall have the following terms:
Title: 3 1/4% Convertible Subordinated Debentures due 2007
Maturity: November 1, 2007
Interest rate: 3 1/4% per annum
Interest payment dates: May 1 and November 1, commencing May 1, 1998
Redemption provisions: Redeemable at the option of the Company, in whole
or in part, at any time on or after November 1, 2000 at 100% of the
principal amount thereof, together with accrued interest to the date of
redemption.
Repayment provisions: Subject to repayment at the option of the holder at
100% of the principal amount thereof, together with accrued interest to the
date of repayment, in the event the Common Stock is neither listed for
trading on a United States national securities exchange, Nasdaq National
Market nor approved for trading on an established automated over-the-
counter trading market in the United States.
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Conversion provisions: Convertible at any time (except that Bearer
Debentures are convertible on and after the Exchange Date) into shares of
Common Stock of the Company at an initial conversion price of $27.00.
The Company may elect, in its sole discretion, to (i) pay cash in respect
of all or a portion of the shares of Common Stock otherwise issuable upon
such conversion and/or (ii) deliver fully paid and non-assessable shares of
Thermo Electron Common Stock, in respect of all or a portion of the shares
of Common Stock otherwise issuable upon such conversion.
Guarantee: Guaranteed on a subordinated basis by the Guarantor.
Form: May be issued in registered form and/or in bearer form. The Offered
Securities issued in bearer form, if any, will be initially represented by
a temporary global bearer Offered Security exchangeable for definitive
Offered Securities commencing on the date 40 days after the later of the
Closing Date and the Option Closing Date.
The Closing Date shall be November 3, 1997.
All the provisions contained in the Underwriting Agreement dated October
28, 1997 among Xxxxxx Brothers Inc., Xxxxxxx, Sachs & Co., the Company and the
Guarantor, and in the Officers' Certificate dated October 28, 1997, executed by
the Company and the Guarantor, copies of which you have previously received, are
herein incorporated by reference (except for provisions that relate to
securities other than Offered Securities designated herein) in their entirety
and shall be deemed to be a part of this Terms Agreement to the same extent as
if such provisions had been set forth in full herein. Terms defined in the
Underwriting Agreement are used herein as therein defined.
The Company agrees to be bound by the provisions of Section 5(i) of the
Underwriting Agreement.
Payment for the Offered Securities shall be made to or upon the order of
the Company on the Closing Date or the Option Closing Date, as the case may be,
by wire transfer in immediately available funds.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below.
Very truly yours,
Accepted on October 28, 1997 THERMOTREX CORPORATION
XXXXXX BROTHERS INC.
XXXXXXX, SACHS & CO. By: /s/ Xxxxx X. Xxxxxx
______________________
Name: Xxxxx X. Xxxxxx
Title: Vice President, Finance
By: XXXXXX BROTHERS INC. THERMO ELECTRON CORPORATION
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
__________________________ ______________________
Name: Xxxxx Xxxxxx Name: Xxxx X. Xxxxx
Title: Associate, Investment Title: Vice President
Banking
EXHIBIT A
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LIST OF UNDERWRITERS
Principal Amount
Underwriter of Debentures
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Xxxxxx Brothers Inc........................ $ 55,000,000
Xxxxxxx, Xxxxx & Co........................ 55,000,000
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Total............ $110,000,000
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