EXHIBIT 1.1
TERMS AGREEMENT
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March 31, 1998
Xxxxx Intercable, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Mr. Xxxxx Xxxxx
Dear Sirs:
We (the "Underwriters") understand that Xxxxx Intercable, Inc., a
Colorado corporation (the "Company"), proposes to issue and sell $200,000,000
aggregate principal amount of its senior debt securities (the "Underwritten
Securities"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Underwriters named in Schedule I hereto
offer to purchase, severally and not jointly, the principal amounts of such
Underwritten Securities set forth opposite their names in such list at 98.173%
of the principal amount thereof (plus accrued interest, if any, on the
Underwritten Securities from April 6, 1998 to Closing Date). The Closing Date
shall be April 6, 1998, at 10 a.m. at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Underwritten Securities shall have the terms set forth in the
Prospectus dated January 13, 1998, and the Prospectus Supplement dated March 31,
1998, including the following:
Title: 7 5/8% Senior Notes Due 2008
Maturity: April 15, 2008
Interest Rate: 7 5/8%
Interest Payment Dates: April 15 and October 15
Redemption Provisions: Not redeemable by the Company prior to
maturity
Public Offering Price: Variable price reoffer
All the provisions contained in the document entitled "Xxxxx
Intercable, Inc. -- Debt Securities -- Underwriting Agreement Basic Provisions"
and dated March 15, 1995 (the "Basic Provisions"), a copy of which you have
previously received, are 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, except that Xxxxxxx
Xxxxxxx & Xxxxxxxx shall serve as counsel for the Underwriters and Cole Raywid &
Xxxxxxxxx shall serve as special counsel to the Company, in each case in
substitution for the
2
firm so designated in the Basic Provisions, and except as provided for below.
Terms defined in the Basic Provisions are used herein as therein defined.
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, or by sending us
a written acceptance in the following form:
"We hereby accept your offer, set forth in the Terms Agreement, dated
March 31, 1998, to purchase the Underwritten Securities on the terms set forth
therein."
Very truly yours,
SALOMON BROTHERS INC
XXXXXX BROTHERS INC.
NATIONSBANC XXXXXXXXXX SECURITIES LLC
NATWEST CAPITAL MARKETS LIMITED
By Salomon Brothers Inc
By:/s/ Xxxxx Clipper
__________________________________
Name: Xxxxx Clipper
Title: Associate
Accepted:
XXXXX INTERCABLE, INC.
By:/s/ Xxxxx X. Xxxxx
__________________________
Xxxxx X. Xxxxx
Group Vice President/Finance
SCHEDULE I
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Principal Amount
of Securities to
Underwriters Be Purchased
------------ ----------------
Salomon Brothers Inc $110,000,000
Xxxxxx Brothers Inc. 40,000,000
NationsBanc Xxxxxxxxxx Securities LLC 40,000,000
NatWest Capital Markets Limited 10,000,000
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Total $200,000,000
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