▇▇▇▇▇▇▇'▇, INC.
("Company")
Debt Securities
TERMS AGREEMENT
July 30, 1998
▇▇▇▇▇▇▇'▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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. 333-59183) ("Underwriting
Agreement"), the following securities ("Securities") to be issued
under an indenture, dated as of May 15, 1988, as supplemented by
a First Supplemental Indenture dated as of December 16, 1988, a
Second Supplemental Indenture dated as of September 14, 1990, and
a Third Supplemental Indenture dated as of August 3, 1998,
between the Company and The Chase Manhattan Bank, as Trustee, on
the following terms:
Title: 6.69% Notes Due 2007
Aggregate Principal Amount: $100,000,000
Interest: 6.69% per annum, from August 7, 1998, payable
semiannually on February 1 and August 1 and commencing February
1, 1999, to holders of record on the preceding January 15 or July
15, as the case may be.
Maturity: August 1, 2007.
Redemption: No provisions for redemption except for upon
the occurrence of a Merger Termination Event, as such term is
described in the Prospectus.
Purchase Price: 99.318% of the principal amount of the
Securities, plus accrued interest from August 7, 1998, if any.
Expected Reoffering Price: 99.968% of the principal
amount of the Securities, plus accrued interest from
August 7, 1998, if any.
Specified Funds for Payment of Purchase Price: Federal
(same-day) funds.
Closing Date: 10:00 A.M. on August 7, 1998, at the offices
of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
Name and Address of Representatives:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 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.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated will reimburse the Company for
certain expenses in the amount of $25,000.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated at
least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed response to us in the space provided and returning
it to us.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ III
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated $50,000,000
Chase Securities Inc. $50,000,000
Total. . . . . . . . . . . . . . . . . . . . . . $100,000,000
=========
To: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
We accept the offer contained in your letter dated
July 30, 1998, relating to $100,000,000 principal amount of our
6.69% Notes Due 2007. 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. 333-59183) ("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,
▇▇▇▇▇▇▇'▇, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer