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EXHIBIT 1.1
UNDERWRITING AGREEMENT
AirTouch Communications, Inc.
Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Xxxxxx Brothers Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, X.X. Xxxxxx Securities Inc., and Salomon Brothers Inc, as
representatives (the "Representatives") of the underwriters named in Schedule I
hereto (the "Underwriters"), understand that AirTouch Communications, Inc., a
Delaware corporation ("AirTouch"), proposes to issue and sell to them $250
million aggregate principal amount of its 7% Notes Due 2003 (the "Notes").
Subject to the terms and conditions, and in reliance upon the
representations and warranties, set forth or incorporated by reference herein,
AirTouch agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from AirTouch, at a purchase price of
99.27% of the principal amount of the Notes, plus accrued interest thereon, if
any, from October 1, 1996 to the Closing Date (as defined herein), the principal
amount of Notes set forth opposite such Underwriter's name in Schedule I hereto.
Delivery of and payment for the Notes shall be made at 10:00 A.M., New
York City time, on October 7, 1996, or such later date (not later than October
14, 1996) as the Representatives shall designate, which date and time may be
postponed by agreement between the Representatives and AirTouch or as provided
in Section 10 of the Standard Provisions (as defined below) incorporated by
reference herein (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Notes shall be made to
the Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of the
purchase price therefore to or upon the order of AirTouch by certified or
official bank check or checks drawn on or by a New York Clearing House bank and
payable in same day funds or by such other manner of payment as may be agreed
upon by AirTouch and the Representatives. Delivery and release of the Notes
shall be to The Depository Trust Company and payment for such Notes shall be
made at the office of AirTouch Communications, Inc., Xxx Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000.
AirTouch agrees to have the Notes available for inspection and checking
by the Representatives not later than 1:00 P.M. on the business day prior to the
Closing Date.
The Notes shall have the terms set forth in the Indenture dated as of
July 16, 1996, as amended by the First Supplemental Indenture dated as of July
16, 1996 and the Third Supplemental Indenture to be dated as of October 7, 1996,
each being between AirTouch and The First National Bank of Chicago, as Trustee,
the Prospectus dated July 2, 1996, and the Prospectus Supplement dated October
2, 1996.
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The Notes will be redeemable in whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
their principal amount or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 10 basis points, plus accrued interest
on the Notes to the date of redemption.
Except as otherwise provided herein, the provisions contained in the
document entitled "AirTouch Communications, Inc. Debt Securities Underwriting
Agreement Standard Provisions" (the "Standard Provisions"), a copy of which is
attached hereto, are incorporated herein except Section 12 which is replaced in
its entirety by the Section 12 below.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to them c/x Xxxxxx Brothers, 3 World Financial Center,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of the Legal Department;
or, if sent to AirTouch, will be mailed, delivered, or telefaxed to it at Xxx
Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, attention of the Legal
Department.
Please confirm your agreement by executing a copy of this Underwriting
Agreement in the space set forth below and returning the signed copy to the
undersigned.
This Underwriting Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
THE STANDARD UNDERWRITING PROVISIONS ARE INCORPORATED BY REFERENCE TO EXHIBIT
1.1 TO AIRTOUCH'S CURRENT REPORT ON FORM 8-K, DATE OF REPORT: JULY 11, 1996.
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Very truly yours,
Xxxxxx Brothers Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxx Securities Inc.
Salomon Brothers Inc
By: Xxxxxx Brothers Inc.
By: /s/ Xxxxx Xxxxx
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Managing Director
For themselves and the
other several Underwriters
named in Schedule I to the
foregoing Agreement.
Accepted:
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxx
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Executive Vice President and
Chief Financial Officer
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SCHEDULE I
Principal Amount
Underwriter of Notes
----------- to be Purchased
---------------
Xxxxxx Brothers Inc. .................................. $ 50,500,000
Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx ................ 50,000,000
Incorporated
X.X. Xxxxxx Securities Inc. ........................... 50,000,000
Salomon Brothers Inc. ................................. 50,000,000
BA Securities, Inc. ................................... 16,500,000
Chase Securities Inc. ................................. 16,500,000
Citicorp Securities, Inc. ............................. 16,500,000
Total ................................................. $250,000,000
