Pricing Agreement
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Xxxxxxx, Xxxxx & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
March 28, 2000
Ladies and Gentlemen:
Xxxxxxx-Xxxxxx Company, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated March 28, 2000 (the "Underwriting Agreement"), between the
Company on the one hand and Xxxxxxx, Sachs & Co. on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement Among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
XXXXXXX-XXXXXX COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President, Finance
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
By: /s/Xxxxxxx, Xxxxx & Co.
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(Xxxxxxx, Sachs & Co.)
SCHEDULE I
Principal
Amount of
Designated
Underwriter Securities
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to be
Purchased
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Xxxxxxx, Xxxxx & Co....................................... $140,000,000
Banc of America Securities LLC............................ 40,000,000
Banc One Capital Markets, Inc............................. 20,000,000
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Total $200,000,000
SCHEDULE II
SCHEDULE II
Title of Designated Securities:
8.25% Notes due November 1, 2005
Aggregate principal amount:
$200,000,000
Price to Public:
99.880% of the principal amount of the Designated Securities, plus accrued
interest, if any, from Xxxxx 0, 0000
Xxxxxxxx Price by Underwriters:
99.280% of the principal amount of the Designated Securities, plus accrued
interest from April 3, 2000
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
9:00 a.m. (New York City time), April 3, 2000
Indenture:
Indenture dated June 10, 1998, between the Company and Bank One Trust
Company, N.A. (as successor in interest to The First National Bank of
Chicago), as Trustee
Maturity:
November 1, 2005
Interest Rate:
8.25% per annum
Interest Payment Dates:
November 1 and May 1, commencing November 1, 2000
Redemption Provisions:
The Designated Securities will be redeemable, in whole or in part, at the
option of the Company at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of such Designated Securities
or (ii) as determined by a Referenced Treasury Dealer, the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of any payments of interest
accrued as of the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (determined on the third Business Day
preceding such redemption date) plus 15 basis points and, in each case,
plus accrued and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Reference Treasury Dealer as having a maturity comparable to
the remaining term of the Designated Securities to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Designated Securities.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such
Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m. (New York City time) on the third Business Day preceding such
redemption date.
"Reference Treasury Dealer" means each of Xxxxxxx, Sachs & Co., Banc
of America Securities LLC and Banc One Capital Markets, Inc. and their
respective successors and any other primary U.S. Government securities
dealer in New York City selected by the Trustee after consultation with the
Company.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Designated
Securities to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Designated
Securities or portions thereof called for redemption.
Sinking Fund Provisions:
No sinking fund provisions
Extendable provisions:
None.
Floating rate provisions:
None.
Defeasance provisions:
The provisions described under "Description of Debt Securities --
Defeasance and Covenant Defeasance" in the Company's Prospectus dated May
4, 1998 are applicable to the Designated Securities.
Convertible Provisions:
None.
Closing location for delivery of Designated Securities:
Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: Xxxxxxx, Sachs & Co.
Address for Notices, etc.: The Registration Department
0xx Xxxxx
00 Xxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Other Terms:
None