XXXXXXX ENTERPRISES, INC.
EQUITY SECURITIES
TERMS AGREEMENT
January 27, 1999
To: Xxxxxxx Enterprises, Inc.
000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Dear Sirs/Madams:
Xxxxxxx Enterprises, Inc., a Louisiana corporation (the "Company"),
proposes to issue and sell 11,850,000 shares of Class A Common Stock, no par
value per share of the Company (the "Shares"), and the Xxxxxxx Revocable Trust
(the "Selling Shareholder") proposes to issue and sell 650,000 Shares
(collectively, the "Firm Shares"), and in addition the Company proposes to
issue and sell and the Selling Shareholder proposes to sell up to 1,875,000
additional Shares, at the option of the Underwriters, solely to cover over-
allotments (the "Additional Shares"). On behalf of the several Underwriters
named in SCHEDULE I hereto (the "Underwriters"), and subject to the terms and
conditions set forth herein or incorporated by reference herein, the
undersigned Representatives agree to the terms set forth in, and incorporated
by reference in, this Terms Agreement.
On the basis of the representations, warranties, covenants and agreements
contained in this Terms Agreement and incorporated by reference in this Terms
Agreement, but subject to the terms and conditions in this Terms Agreement and
incorporated by reference in this Terms Agreement, the Company and the Selling
Shareholder hereby agrees to sell the Firm Shares to the several Underwriters;
and each Underwriter, severally and not jointly, agrees to purchase the number
of Firm Shares set forth opposite that Underwriter's name in SCHEDULE I. In
addition, the Company and the Selling Shareholder hereby grant to the several
Underwriters the option to purchase up to the aggregate number of Additional
Shares at the same purchase price per share to be paid by the several
Underwriters to the Company for the Firm Shares, for the sole purpose of
covering over-allotments in the sale of Firm Shares by the several
Underwriters.
The Shares to be purchased by the several Underwriters, shall have the
following terms:
Shares to be issued and sold by the Company: 11,850,000 Firm Shares, plus
1,777,500 Additional Shares
Shares to be sold by the Selling Shareholder: 650,000 Firm Shares, plus
97,500 Additional Shares
Public offering price: $16.75 per share
Underwriting Discount: $0.67 per share
Proceeds to the Company: $16.08 per share
Proceeds to Selling Shareholder: $16.08 per share
Closing date and location: February 2, 1999, 9:00 a.m. (via teleconference)
Jones, Walker, Waechter, Poitevent, Carrere &
Xxxxxxx, L.L.P.
000 Xx. Xxxxxxx Xxx.
Xxx Xxxxxxx, Xxxxxxxxx 00000-0000
All of the provisions contained in the document entitled "Xxxxxxx
Enterprises, Inc. Equity Securities, Underwriting Agreement-Basic Provisions,"
dated as of January 6, 1999, a copy of which is attached hereto as ANNEX A, 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. Any capitalized terms not defined in this Terms
Agreement shall have the meanings set forth therein. For purposes of this
Terms Agreement and the provisions incorporated herein by reference, the term
"Significant Subsidiaries" shall mean those Subsidiaries of the Company set
forth on SCHEDULE II.
Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication addressed to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Enterprises, Inc.
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.
Bear, Xxxxxxx & Co. Inc.
Xxxxxxx Xxxxx & Co.
Xxxxxxx Rice & Company L.L.C.
(the "Representatives")
By: /s/ Bear, Xxxxxxx $ Co, Inc.
-----------------------------
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: XXXXXXX XXXXXX
Title: SENIOR MANAGING DIRECTOR
Accepted:
Xxxxxxx Enterprises, Inc.
By: /s/ Xxxxxx X. Xxxxxxx, III
---------------------------
Name: XXXXXX X. XXXXXXX, III
Title: CHIEF EXECUTIVE OFFICER
Xxxxxxx Revocable Trust (the "Selling Shareholder")
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Xxxxx X. Xxxxxxx, Xx., Trustee