XXXXXX XXXXXXXXXXX
("Company")
Debt Securities
TERMS AGREEMENT
March 12, 2003
Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxx
Xxxx Xxxx, Xxxxxxxxxxxx 00000
Attention: Vice President and Treasurer
Dear Sirs:
On behalf of the several Underwriters named in Schedule A hereto
and for their respective accounts, we offer to purchase, on and subject to
the terms and conditions of the Underwriting Agreement Basic Provisions filed
as an exhibit to the Company's registration statement on Form S-3 (No.
333-85650) and Post-Effective Amendment No. 1 to Registration Statement on
Form S-3 (No. 333-51885) (the "Underwriting Agreement"), the following
securities ("Securities") to be issued under an indenture, dated March 1,
2003, between the Company and HSBC Bank USA, as Trustee, on the following
terms:
Title: 6 7/8% Senior Notes Due 2010
Principal Amount: $300,000,000
Interest: 6 7/8% per annum, payable semiannually on March 15 and
September 15, commencing September 15, 2003, to holders of record on the
preceding March 1 or September 1, as the case may be
Maturity: March 15, 2010
Optional Redemption: None
Sinking Fund: None
Delayed Delivery contracts: None
Purchase Price: 97.819% of principal amount, plus accrued interest, if
any, from March 17, 2003.
Expected Reoffering Price: 99.319% of principal amount, plus accrued
interest, if any, from March 17, 2003, subject to change by the undersigned.
Closing Date: 10 a.m. on March 17, 2003, at the offices of Xxxxxxx
Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Settlement: Federal (same-day) funds.
Names and Addresses of Representatives:
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
It is understood that we may, with your consent, amend this offer
to add additional Underwriters and reduce the aggregate principal amount to
be purchased by the Underwriters listed in Schedule A hereto by the aggregate
principal amount to be purchased by such additional Underwriters.
The provisions of the Underwriting Agreement are incorporated
herein by reference.
The 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.
Please signify your acceptance of our offer by signing the
enclosed response in the space provided and returning it to us.
Very truly yours,
XXXXXXX XXXXX BARNEY INC.
BANC OF AMERICA SECURITIES LLC
On behalf of themselves and as
Representatives of the Several
Underwriters
By: XXXXXXX XXXXX XXXXXX INC.
By: Xxxxx X. Xxxxxxxxx
------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Director
By: BANC OF AMERICA SECURITIES LLC
By: Xxxxxxx X. XxXxxxx
------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
----------- --------------
Xxxxxxx Xxxxx Barney Inc. ................................. $ 90,000,000
Banc of America Securities LLC............................. 90,000,000
Bear, Xxxxxxx & Co. Inc.................................... 30,000,000
Deutsche Bank Securities Inc............................... 30,000,000
Wachovia Securities, Inc................................... 30,000,000
BNP Paribas Securities Corp................................ 7,500,000
HSBC Securities (USA) Inc.................................. 7,500,000
PNC Capital Markets, Inc................................... 7,500,000
The Royal Bank of Scotland plc............................. 7,500,000
--------------
Total $300,000,000
==============
To: Xxxxxxx Xxxxx Barney Inc. and
Banc of America Securities LLC
as Representatives of the Several Underwriters,
We accept the offer contained in your letter, dated March 12,
2003, relating to $300,000,000 principal amount of our 6.875% Senior Notes
Due 2010. We also confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of the
undersigned in the Underwriting Agreement filed as an exhibit to the
undersigned's registration statement on Form S-3 (No. 333-85650) and Post-
Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-
51885) (the "Underwriting Agreement") are true and correct, no stop order
suspending the effectiveness of the Registration Statement (as defined in the
Underwriting Agreement) or of any part thereof has been issued and no
proceedings for that purpose have been instituted or, to the knowledge of the
undersigned, are contemplated by the Securities and Exchange Commission and,
subsequent to the respective dates of the most recent financial statements in
the Prospectus (as defined in the Underwriting Agreement), there has been (or
in the case of a form of prospectus filed pursuant to Rule 424(b)(1) or (4)
there will be, as of the date of such prospectus) no material adverse change
in the financial position or results of operations of the undersigned and its
subsidiaries except as set forth in or contemplated by the Prospectus.
Very truly yours,
XXXXXX XXXXXXXXXXX
By: Xxxxx X. Xxxxxxxxx
------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
