UNDERWRITING AGREEMENT
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January 29, 0000
Xxxxx Xxx.,
Xxxxxxx-Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000.
Dear Sirs:
The underwriters named below (such underwriters being herein called
the "Underwriters") understand that Sonat Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $100,000,000 aggregate principal amount
of 7% Notes due February 1, 2018 (the "Purchased Securities"), registered on
Registration Statement No. 33-62166 (the "Registration Statement"). Subject to
the terms and conditions set forth herein and incorporated by reference herein
and referred to below, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the principal amount of such
Purchased Securities set forth opposite their names at 98.912% of their
principal amount.
Principal Amount
NAME of Notes
---- ----------------
Salomon Brothers Inc .......................................... $25,000,000
Credit Suisse First Boston Corporation ........................ $25,000,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation ........... ....................................... $25,000,000
X.X. Xxxxxx Securities Inc. ................................... $25,000,000
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Total ............................................ $100,000,000
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The Underwriters will pay for such Purchased Securities upon delivery
thereof at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx at 10:00 a.m. (New York time) on February 3, 1998.
The Purchased Securities shall have the following terms:
MATURITY: February 1, 2018
INTEREST RATE: 7%
REDEMPTION PROVISIONS: Redeemable, in whole or in part, at the option
of the Company, at any time, at a redemption price equal to the
greater of 100% of the principal amount redeemed and the sum of the
present values of the remaining scheduled payments thereon, discounted
to the redemption date on a semiannual basis at the Treasury Rate plus
twenty basis points, plus in each case accrued interest on the
principal amount being redeemed to the date of redemption.
DEFEASANCE PROVISIONS: Subject to the defeasance and covenant
defeasance provisions of Article 15 of the Indenture, dated as of June
1, 1986, between the Company and The Chase Manhattan Bank (formerly
Chemical Bank, successor by merger to Manufacturers Hanover Trust
Company), as Trustee.
INTEREST PAYMENT DATES: February 1 and August 1, commencing August 1,
1998.
Unless otherwise provided herein, all the provisions contained in the
document entitled Sonat Inc. Underwriting Agreement Standard Provisions, dated
September 25, 1997, a copy of which was filed as Exhibit 1 to the Company's
Current Report on Form 8-K dated September 25, 1997, are herein incorporated by
reference in their 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.
All notices and communications hereunder to an Underwriter shall be
given to Salomon Brothers Inc., 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
Very truly yours,
SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
X.X. XXXXXX SECURITIES INC.
By: SALOMON BROTHERS INC
By:____________________________________
Name:
Title:
Accepted:
SONAT INC.
By:______________________
Name:
Title:
