XXXXXX XXXXXXXXXXX
("Company")
Debt Securities
TERMS AGREEMENT
August 16, 2001
Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxx
Xxxx Xxxx, Xxxxxxxxxxxx 00000
Attention: Vice President and Treasurer
Dear Sirs:
On behalf of Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") and for its account, we
offer to purchase, on and subject to the terms and conditions of the
Underwriting Agreement Basic Provisions filed as an exhibit to the Company's
registration statement on Form S-3 (No. 333-51885), Post-Effective Amendment
No. 1 to Registration Statement on Form S-3 (No. 333-20373) and Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 (No. 33-25715)
("Underwriting Agreement"), the following securities ("Securities") to be
issued under an indenture, dated May 1, 2001, between the Company and HSBC
Bank USA, as Trustee, on the following terms:
TITLE: 8 1/8% Senior Notes Due 2006
PRINCIPAL AMOUNT: $50,000,000
INTEREST: 8 1/8% per annum, payable semiannually on June 1 and December 1,
commencing December 1, 2001, to holders of record on the preceding May 15 or
November 15, as the case may be.
MATURITY: June 1, 2006
OPTIONAL REDEMPTION: None
SINKING FUND: None
DELAYED DELIVERY CONTRACTS: None
PURCHASE PRICE: 97.50% of principal amount, plus accrued interest, if any,
from May 15, 2001.
EXPECTED REOFFERING PRICE: 99.00% of principal amount, plus accrued
interest, if any, from May 15, 2001, subject to change by the undersigned.
CLOSING DATE: 9:00 a.m. on August 23, 2001, at the offices of Xxxxxxx
Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SETTLEMENT: Federal (same-day) funds.
NAMES AND ADDRESS OF BEAR XXXXXXX:
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Bear Xxxxxxx will purchase the entire $50,000,000 principal amount of the
Securities.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
The Securities will be made available for checking and packaging at the office
of Xxxxxxx Xxxxxxx & Xxxxxxxx at least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing the enclosed response in
the space provided and returning it to us.
Very truly yours,
BEAR, XXXXXXX & CO. INC.
By:____________________________
Name:
Title:
To: Bear, Xxxxxxx & Co. Inc.
We accept the offer contained in your letter, dated August 16, 2001, relating
to $50,000,000 principal amount of our 8 1/8% Senior Notes Due 2006. We also
confirm that, to the best of our knowledge after reasonable investigation, the
representations and warranties of the undersigned in the Underwriting
Agreement filed as an exhibit to the undersigned's registration statement on
Form S-3 (No. 333-51885), Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-20373) and Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (No. 33-25715) ("Underwriting Agreement")
are true and correct, no stop order suspending the effectiveness of the
Registration Statement (as defined in the Underwriting Agreement) or of any
part thereof has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission and, subsequent to the respective dates of
the most recent financial statements in the Prospectus (as defined in the
Underwriting Agreement), there has been (or in the case of a form of
prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, as of the
date of such prospectus) no material adverse change in the financial position
or results of operations of the undersigned and its subsidiaries except as set
forth in or contemplated by the Prospectus.
Very truly yours,
XXXXXX XXXXXXXXXXX
By:__________________________
Name:
Title:
