EXHIBIT 1.1
TERMS AGREEMENT
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March 18, 1997
Xxxxx Intercable, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Mr. Xxxxx Xxxxx
Dear Sirs:
We (the "Underwriters") understand that Xxxxx Intercable, Inc., a
Colorado corporation (the "Company"), proposes to issue and sell $250,000,000
aggregate principal amount of its senior debt securities (the "Underwritten
Securities"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Underwriters named in Schedule I hereto
offer to purchase, severally and not jointly, the principal amounts of such
Underwritten Securities set forth opposite their names in such list at 97.641%
of the principal amount thereof (plus accrued interest, if any, on the
Underwritten Securities from March 21, 1997 to Closing Date). The Closing Date
shall be March 21, 1997, at 10 a.m. at the offices of Xxxxxxx Xxxxxxx &
Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Underwritten Securities shall have the terms set forth in the
Prospectus dated November 27, 1995, and the Prospectus Supplement dated March
18, 1997, including the following:
Title: 8-7/8% Senior Notes Due 2007
Maturity: April 1, 2007
Interest Rate: 8-7/8%
Interest Payment Dates: April 1 and October 1
Redemption Provisions: Redeemable by the Company on or after
April 1, 2004,
in whole or in part, at 101.109% of principal amount, and on or
after April 1, 2005 at 100.000% of principal amount, in each case
together with accrued interest to the redemption date.
Public Offering Price: 99.440% of principal amount, plus
accrued interest, if any, from March 21, 1997
All the provisions contained in the document entitled "Xxxxx
Intercable, Inc. --Debt Securities -- Underwriting Agreement Basic Provisions"
and dated March 15, 1995 (the "Basic Provisions"), a copy of which you have
previously received, are 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, except that Xxxxxxx
Xxxxxxx & Xxxxxxxx shall serve as counsel for the Underwriters and Cole Raywid &
Xxxxxxxxx shall serve as special counsel to the Company, in each case in
substitution for the
firm so designated in the Basic Provisions, and except as provided for below.
Terms defined in the Basic Provisions are used herein as therein defined.
Please accept this offer 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:
"We hereby accept your offer, set forth in the Terms Agreement, dated
March 18, 1997, to purchase the Underwritten Securities on the terms set
forth therein."
Very truly yours,
XXXXXX BROTHERS INC.
CHASE SECURITIES INC.
NATIONSBANK CAPITAL MARKETS, INC.
TD SECURITIES (USA) INC.
By Xxxxxx Brothers Inc.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Three World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx, Xx.
Accepted:
XXXXX INTERCABLE, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
Vice President/General Counsel
SCHEDULE I
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Principal Amount
of Securities to
Underwriters Be Purchased
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Xxxxxx Brothers Inc. $150,000,001
Chase Securities Inc. 33,333,333
NationsBank Capital Markets, Inc. 33,333,333
TD Securities (USA) Inc. 33,333,333
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Total. . . . . . . . . . . . . .$250,000,000