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XXXX XXXXX, INC.
(a Maryland corporation)
6 1/2% Senior Notes due 2006
PRICING AGREEMENT
February 9, 1996
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
Xxxxx Tower
World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxx Xxxxx, Inc., a Maryland corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated February 9, 1996 (the "Underwriting Agreement"),
to issue and sell to Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, Xxxxxx Xxxxxxx & Co.
Incorporated and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the
"Underwriters"), the securities specified herein (the "Securities"). This
agreement is the Pricing Agreement relating to the Securities referred to in
the Underwriting Agreement.
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 Pricing Agreement to the same extent as if such provisions had
been set forth in full herein. Each reference to the
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Underwriters 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 address of the Underwriters referred to in Section 11 of
the Underwriting Agreement is Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Managing Director, Debt
Syndicate.
An amendment to the Registration Statement, or the Prospectus
Supplement, as the case may be, relating to the 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 to sell to the Underwriters, and the Underwriters agree to
purchase from the Company, at the time and place and at the purchase price to
the Underwriters set forth herein, the aggregate principal amount of
Securities.
Pursuant to Section 2 of the Underwriting Agreement, the
Company agrees with the Underwriters as follows:
Title of Debt Securities: 6 1/2% Senior Notes Due 2006
Principal amount to be issued: $100,000,000
Current ratings: BBB (Standard & Poor's);
Baa2 (Xxxxx'x)
Interest rate: 6 1/2% Payable February 15
and August 15, commencing
August 15, 1996
Date of maturity: February 15, 2006
Redemption provisions: The Securities are not
redeemable by the Company
prior to maturity
Conversion: None
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Sinking fund requirements: None
Public offering price: 99.528%, plus accrued
interest, if any, from
February 14, 1996.
Purchase price: 98.878%, plus accrued in-
terest, if any, from Feb-
ruary 14, 1996 (payable
in same-day funds).
Closing date and location: February 14, 1996 at the
offices of Skadden, Arps,
Slate, Xxxxxxx & Xxxx, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000
This Agreement shall be governed by the laws of the State of
New York.
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If the foregoing is in accordance with your understanding of
the agreement between you and the Company, please sign and return to the
Company a counterpart hereof, whereupon this instrument along with all
counterparts (including the provisions of the Underwriting Agreement
incorporated by reference herein) shall be a binding agreement between the
Underwriters and the Company in accordance with its terms and the terms of the
Underwriting Agreement.
Very truly yours,
XXXX XXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
Accepted as of the date first above written:
XXXX XXXXX XXXX XXXXXX, INCORPORATED
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By XXXX XXXXX XXXX XXXXXX, INCORPORATED
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
By XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
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SCHEDULE I
Aggregate
Principal
Amount of
Name of Underwriter Securities
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Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................................ $ 5,000,000
Xxxxxx Xxxxxxx & Co. Incorporated................................... 47,500,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated............................................... 47,500,000
TOTAL............................................................... $100,000,000
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SCHEDULE II
Principal Subsidiaries of the Company
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
Xxxxxx Xxxx Financial Corporation
Howard, Weil, Labouisse, Xxxxxxxxxx Incorporated
Western Asset Management Company
Xxxx Xxxxx Real Estate Services, Inc.
Xxxxxx & Xxxxxx, Inc.
Xxxx Xxxxx Fund Adviser, Inc.
Batterymarch Financial Management, Inc.
Xxxxxxxx & Co.
