EXHIBIT 1.2
COMDISCO, INC.
(A Delaware Corporation)
SENIOR DEBT SECURITIES
April 19, 1999
TERMS AGREEMENT
To: COMDISCO, INC.
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Underwriting Agreement dated April 19, 1999
Senior Debt Securities
----------------------
Title of Senior Debt Securities: 5.95% Notes Due April 30, 2002
Principal amount to be issued: $350,000,000
Current ratings: Xxxxx'x Investors Service, Inc.: Baa1
Standard & Poor's: BBB+
Duff & Xxxxxx Credit Rating Co.: A-
Interest rate: 5.95%
Interest Payment Dates: April 30 and October 30 of each year,
commencing October 30, 1999
Date of Maturity: April 30, 2002
Form and Denomination: Fully registered in denominations of $1,000
and integral multiples thereof.
Redemption provisions: The Company may redeem the Notes at any time
prior to maturity, in whole or in part, at a
redemption price equal to the greater of (i)
100% of the principal amount of the Notes to
be redeemed and (ii) the sum of the present
values of the remaining scheduled payments
of principal thereof and interest thereon
discounted to the Redemption Date at the
Adjusted Treasury Rate plus 15 basis points,
plus, in each case, accrued interest thereon
to the Redemption Date.
Sinking Fund requirements: None
Delayed Delivery Contracts: Not authorized
Public offering price: 99.990% plus accrued interest, if any,
from April 23, 1999
Underwriting Discount: .40%
Closing Date and location: April 23, 1999 in offices of XxXxxxx
Xxxxx & Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
Rating Agencies applicable Xxxxx'x Investors Service, Inc.,
to Sections 4 and 9 of Standard & Poor's
the Underwriting Agreement: and Duff & Xxxxxx Credit Rating Co.
Payment for the Securities shall be made to the Company in same day funds
payable to the order of the Company against acknowledgment of satisfactory
notation of the Underwriter's interest in the Global Notes representing the
Securities by the Underwriters.
Each Underwriter severally agrees, subject to the terms and provisions of the
above referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the principal amount of Securities
set forth opposite its name.
Principal
Underwriter Amount
----------- ------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated $201,250,000
NationsBanc Xxxxxxxxxx Securities LLC $ 35,000,000
Bear, Xxxxxxx & Co. Inc. $ 35,000,000
Xxxxxxx Xxxxx Barney Inc. $ 35,000,000
Banc One Capital Markets, Inc. $ 21,875,000
Deutsche Bank Securities Inc. $ 21,875,000
------------
TOTAL $350,000,000
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[SIGNATURE PAGE FOR APRIL 19, 1999 TERMS AGREEMENT]
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX DEUTSCHE BANK SECURITIES INC.
INCORPORATED
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxxxxxx X. Xxxxxxx
By:_________________________________ By:_________________________________
Its: Authorized Signatory Its: Authorized Signatory
BANC ONE CAPITAL MARKETS, INC. NATIONSBANC XXXXXXXXXX
SECURITIES LLC
/s/ Xxxxxxxxx Xxxxx /s/ Xxxxxx XxXxxxxx
By:_________________________________ By:_________________________________
Its: Authorized Signatory Its: Authorized Signatory
BEAR, XXXXXXX & CO. INC. XXXXXXX XXXXX XXXXXX INC.
/s/ Xxxxxxx X'Xxxxx /s/ Xxxxxxx X. Xxxxxxx
By:_________________________________ By:_________________________________
Its: Authorized Signatory Its: Authorized Signatory
Accepted:
COMDISCO, INC.
/s/ Xxxxxx X. Xxxxxxxx
By:_________________________________
Its: Authorized Signatory
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