Exhibit 1.1
THE X.X. XXXXXXX COMPANY
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
December 13, 2002
To: The Underwriter identified herein
Dear Sirs:
The undersigned agrees to sell to the Underwriter named in Schedule A
hereto for its account, on and subject to the terms and conditions of the
Underwriting Agreement dated October 9, 1997 (a copy of which is appended hereto
as Annex A) ("Underwriting Agreement"), the following securities ("Offered
Securities") on the following terms:
TITLE: 4 1/4% Notes Due 2009.
PRINCIPAL AMOUNT: $100,000,000.
INTEREST: 4 1/4% per annum from December 20, 2002, payable
semiannually on June 15 and December 15, commencing June 15, 2003, to
holders of record on the preceding June 1 or December 1, as the case may
be.
MATURITY: December 15, 2009.
OPTIONAL REDEMPTION: The Offered Securities will be redeemable, in
whole or in part, at the Company's option at any time at a redemption price
equal to the greater of (i) 100% of the principal amount of the notes and
(ii) as determined by the Quotation Agent (as defined in the prospectus
supplement dated December 13, 2002), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of those payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined in the prospectus supplement dated
December 13, 2002) plus 12.5 basis points, plus, in each case, accrued
interest thereon to the date of redemption.
SINKING FUND: None.
OTHER TERMS: None.
LISTING: None.
DELAYED DELIVERY CONTRACTS: None.
PURCHASE PRICE: 98.701% of principal amount, plus accrued
interest, if any, from December 20, 2002.
EXPECTED REOFFERING PRICE: 99.326% of principal amount, subject to
change by the Underwriter.
CLOSING: 9:00 A.M. on December 20, 2002, at the offices of Xxxxxxx
Xxxxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New York, in Federal
(same day) funds.
SETTLEMENT AND TRADING: Book-Entry Only via DTC.
BLACKOUT: Until 10 days after the Closing Date.
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NAME AND ADDRESS OF UNDERWRITER: Credit Suisse First Boston
Corporation, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The principal amount of the Offered Securities to be purchased by the
Underwriter is set forth opposite its name in Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference, except that:
(i) References in the Underwriting Agreement to (a) "Indenture" shall
be to the Indenture, to be dated as of December 20, 2002, between the Company
and JPMorgan Chase Bank, as Trustee and (b) "Registration Statement" shall be to
the Registration Statement (File No. 333-100390), filed with the Commission on
October 7, 2002;
(ii) The following shall be included in Section 3 of the Underwriting
Agreement:
"(s) The Company is subject to the reporting requirements of
either Section 13 or Section 15(d) of the Exchange Act and files
reports with the Commission on the Electronic Data Gathering, Analysis,
and Retrieval (XXXXX) system."
(iii) Section 4(g) of the Underwriting Agreement is deleted in its
entirety; and
(iv) Section 5(c) of the Underwriting Agreement is amended and restated
as follows:
"(c) Subsequent to the execution of the Terms Agreement, there
shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as one enterprise which, in the judgment of a
majority in interest of the Underwriters including any Representatives,
is material and adverse and makes it impractical or inadvisable to
proceed with completion of the public offering or the sale of and
payment for the Offered Securities; (ii) any downgrading in the rating
of any debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt
securities of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any change in U.S. or international
financial, political or economic conditions or currency exchange rates
or exchange controls as would, in the judgment of a majority in
interest of the Underwriters including any Representatives, be likely
to prejudice materially the success of the proposed issue, sale or
disposition of the Offered Securities, whether in the primary market or
in respect of dealings in the secondary market; (iv) any material
suspension or material limitation of trading in securities generally on
the New York Stock Exchange, or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter
market; (v) any banking moratorium declared by U.S. Federal or New York
authorities; (vi) any major disruption of settlements of securities or
clearance services in the United States or (vii) any attack on,
outbreak or escalation of hostilities or act of terrorism involving the
United States, any declaration of war by Congress or any other national
or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters including any Representatives,
the effect of any such attack, outbreak, escalation, act, declaration,
calamity or emergency makes it impractical or inadvisable to proceed
with completion of the public offering or the sale of and payment for
the Offered Securities."
The Offered 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.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by the Underwriter for use in the
Prospectus consists of the following information in the Prospectus: the sixth
and seventh paragraphs under the caption "Underwriting" in the prospectus
supplement concerning over-allotments and stabilizing.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the
Underwriter in accordance with its terms.
Very truly yours,
THE X.X. XXXXXXX COMPANY
By /s/ Xxxx Xxxxxxxx
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Title: Vice President and Treasurer
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The foregoing Terms Agreement is hereby confirmed and accepted as of
the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ Xxxx Xxxxxxxx
---------------------------------
Title: Director
SCHEDULE A
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
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Credit Suisse First Boston Corporation.............. $100,000,000
Total..................................... $100,000,000
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