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("Company")
Debt Securities
TERMS AGREEMENT
May 10, 2001
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▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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.
333-51885), Post-Effective Amendment No. 1 to Registration Statement on Form
S-3 (No. 333-20373) and Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-25715) ("Underwriting Agreement"), the
following securities ("Securities") to be issued under an indenture, dated
May 1, 2001, between the Company and HSBC Bank USA, as Trustee, on the
following terms:
Title: 8 1/8% Senior Notes Due 2006
Principal Amount: $350,000,000
Interest: 8 1/8% per annum, payable semiannually on June 1 and
December 1, commencing December 1, 2001, to holders of record on the
preceding May 15 or November 15, as the case may be
Maturity: June 1, 2006
Optional Redemption: None
Sinking Fund: None
Delayed Delivery contracts: None.
Purchase Price: 97.480% of principal amount, plus accrued interest, if
any, from May 15, 2001.
Expected Reoffering Price: 98.980% of principal amount, subject to
change by the undersigned.
Closing Date: 10 a.m. on May 15, 2001, at the offices of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Settlement: Federal (same-day) funds.
Names and Addresses of Representatives:
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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,
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇
& ▇▇▇▇▇ INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By: BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
Title: Senior Managing Director
By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇
& ▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
SCHEDULE A
UNDERWRITER PRINCIPAL
AMOUNT
Bear, ▇▇▇▇▇▇▇ & Co. Inc. $185,500,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated 59,500,000
Banc of America Securities LLC 26,250,000
BNY Capital Markets, Inc. 26,250,000
Deutsche Banc Alex. ▇▇▇▇▇ 26,250,000
First Union Securities, Inc. 26,250,000
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Total $350,000,000
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To: Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated,
as Representatives of the Several Underwriters,
c/o Bear, ▇▇▇▇▇▇▇ & Co. Inc.
We accept the offer contained in your letter, dated May 10, 2001,
relating to $350,000,000 principal amount of our 8 1/8% Senior Notes Due
2006. 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. 333-51885), Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (No. 333-20373) and Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 (No. 333-25715)
("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,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer