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EXHIBIT 1.01
TERMS AGREEMENT
October 3, 1997
Xxxxx Xxxxxx Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
Dear Sirs:
We understand that Xxxxx Xxxxxx Holdings Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $200,000,000 aggregate principal
amount of its 6 3/8% Notes due October 1, 2004 (the "Securities"). Subject to
the terms and conditions set forth herein or incorporated by reference herein,
we, as underwriters (the "Underwriters"), offer to purchase, severally and not
jointly, the principal amount of the Securities as set forth opposite our
respective names on the list attached hereto at 98.811% of the principal amount
thereof. The Closing Date shall be October 8, 1997 at 9:00 a.m. at the offices
of Xxxxx Xxxxxx Holdings Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: 6 3/8% Notes due October 1, 2004
Maturity: October 1, 2004
Interest Rate: 6.375% per annum
Interest Payment
Dates: April 1 and October 1, commencing
April 1, 1998
Regular Record
Dates: March 15 and September 15
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Initial Price
To Public: 99.361% of the principal amount
thereof plus accrued interest
from October 1, 1997, to date of
payment and delivery
Redemption
Provisions: The Securities are not redeem-
able by the Company prior to
maturity
All the provisions contained in the document entitled "Xxxxx Xxxxxx
Shearson Holdings Inc. - Debt Securities - Underwriting Agreement Basic
Provisions" and dated October 29, 1993 (the "Basic Provisions"), a copy of
which you have previously received, are, except as indicated below, 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. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Term Agreement:
(A) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriters hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be
delivered on October 8, 1997 against payment of the purchase price to
the Company by wire transfer in immediately available funds to such
accounts with such financial institutions as the Company may direct;
and
(B) In the first line of Section 2(a), delete "A registration statement
on Form S-3 (File No. 33-70340), including a prospectus, relating to
the Securities has been prepared" and insert in lieu thereof "Registra-
tion Statements on Form S-3 (File Nos. 333-17831 and 333-30175),
including a prospectus, relating to the Securities have been prepared."
In the tenth line of Section 2(a), delete "has been filed with the
Commission and has become effective. Such registration statement and
prospectus may have been amended or supplemented from time to time" and
insert in lieu thereof "have been filed with the Commission and have
become effective. Such registration statements and prospectus may have
been amended or supplemented from time to time." Any references in the
Basic Provisions to a Registration Statement shall be deemed a refer-
ence to such Registration Statements on Form S-3.
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The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Section 2720 to the By-Laws of the National Association of
Securities Dealers, Inc.
A. Xxxxxx Xxxx, Esq., is counsel to the Company. Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. on October 3, 1997, 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
October 3, 1997, to purchase the Securities on the terms set forth therein."
Very truly yours,
XXXXX XXXXXX INC.
CHASE SECURITIES INC
XXXXXXX, XXXXX & CO.
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO.
INCORPORATED
NATIONSBANC XXXXXXXXXX
SECURITIES, INC.
SALOMON BROTHERS INC
By XXXXX XXXXXX INC.
By: /s/ Simon X.X. Xxxxxx
---------------------------------
Name: Simon X.X. Xxxxxx
Title: Managing Director
ACCEPTED:
XXXXX XXXXXX HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Treasurer
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Underwriters Principal Amount
------------ ----------------
Xxxxx Xxxxxx Inc. $28,574,000
Chase Securities Inc. 28,571,000
Xxxxxxx, Xxxxx & Co. 28,571,000
Xxxxxx Brothers Inc. 28,571,000
Xxxxxx Xxxxxxx & Co. Incorporated 28,571,000
NationsBanc Xxxxxxxxxx Securities Inc. 28,571,000
Salomon Brothers Inc 28,571,000
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Total $200,000,000
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