Exhibit 4.2
, dated as of August 12, 1999 (the "") by and among Xxx Communications, Inc., a Delaware corporation ("Cox"
or the "Company"), Xxx Trust II, a Delaware statutory business trust (the
"Trust"), The First National Bank of Chicago, a national banking association,
not individually but solely as Purchase Contract Agent and as attorney-in-fact
of the holders of Purchase Contracts (each as defined in the Purchase Contract
Agreement (as defined herein)), and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue its FELINE PRIDES (the "FELINE PRIDES")
in an aggregate Stated Amount $650,000,000 under the Purchase Contract
Agreement, dated as of August 12, 1999, by and between the Purchase Contract
Agent and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Trust will issue concurrently in connection with the
issuance of the FELINE PRIDES 7% Capital Securities (the "Capital Securities")
in an aggregate stated liquidation amount of $650,000,000 under the Amended and
Restated Declaration of Trust, dated as of August 12, 1999, by and among the
Company, the Administrative Trustees, the Delaware Trustee and the Property
Trustee (the "Declaration"); and
WHEREAS, the FELINE PRIDES will initially consist of 11,700,000 units
referred to as "Income PRIDES" and 1,300,000 units referred to as "Growth
PRIDES;"and
WHEREAS, the sole assets of the Trust, $670,103,100 aggregate principal
amount of 7% Debentures Due 2004 (the "Debentures") of the Company will be
purchased by the Trust from the Company with the proceeds of the sale of the
Capital Securities and the proceeds of the sale of the common securities of the
Trust (the "Common Securities" and, together with the Capital Securities, the
"Trust Securities"); and
WHEREAS, the Capital Securities (or upon a dissolution of the Trust and
the distribution of the Debentures as described in the Declaration, such
Debentures) will be pledged pursuant to the Pledge Agreement (the "Pledge
Agreement"), dated as of August 12, 1999, by and among the Company, The Bank of
New York, as collateral agent (the "Collateral Agent") and the Purchase Contract
Agent, to secure an Income PRIDES holder's obligations under the related
Purchase Contract on the Purchase Contract Settlement Date; and
WHEREAS, the Capital Securities or the Debentures, as the case may be,
of such Capital Security or Debenture holders electing to have their Capital
Securities or Debentures remarketed, or of such Income PRIDES holders who have
elected not to settle the Purchase Contracts related to their Income PRIDES from
the proceeds of a Cash Settlement and who have not early settled their Purchase
Contracts, will be remarketed by the Remarketing Agent on the third Business Day
immediately preceding the Purchase Contract Settlement Date; and
WHEREAS, the applicable distribution rate on the Capital Securities
(and, thus, the interest rate on the Debentures) that remain outstanding on and
after the Purchase Contract
Settlement Date will be reset on the third Business Day immediately preceding
the Purchase Contract Settlement Date, to the Reset Rate to be determined by the
Reset Agent as the rate that such Capital Securities (and, thus the Debentures)
should bear in order to have an approximate market value of 100.5% of the
aggregate stated liquidation amount of the Capital Securities or the aggregate
principal amount of the Debentures on the third Business Day immediately
preceding the Purchase Contract Settlement Date, provided that in the
determination of such Reset Rate, the Company may limit the Reset Spread (a
component of the Reset Rate) to be no higher than 200 basis points (2%); and
WHEREAS, the Company has requested Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") to act as the Reset Agent
and as the Remarketing Agent, and as such to perform the services described
herein; and
WHEREAS, Xxxxxxx Xxxxx is willing to act as Reset Agent and Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein stated, the Declaration or the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent. The Company
hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment,
(i) as the Reset Agent to determine in consultation with the Company, in the
manner provided for in the Declaration with respect to the Trust Securities and
the Indenture with respect to the Debentures, the Reset Rate, that in the
opinion of the Reset Agent, will, when applied to the Trust Securities (and,
thus, the Debentures), enable a Trust Security (and, thus, a Debenture), to have
an approximate market value of approximately 100.5% of the aggregate stated
liquidation amount in the case of such Trust Security and the aggregate
principal amount in the case of such Debenture, provided that the Company
may limit such Reset Rate to be no higher than the rate on the Two-Year
Benchmark Treasury plus 200 basis points (2%), and (ii) as the exclusive
Remarketing Agent to remarket the Capital Securities, or the Debentures, as the
case may be, as the case may be, of such Capital Security or Debenture holders
electing to have their Capital Securities or Debentures remarketed, or of such
Income PRIDES holders who have not early settled the related Purchase Contracts
and have failed to notify the Purchase Contract Agent, on or prior to the fifth
Business Day immediately preceding the Purchase Contract Settlement Date, of
their intention to settle the related Purchase Contracts through Cash
Settlement, for settlement on the Purchase Contract Settlement Date, pursuant to
the Remarketing Underwriting Agreement with the Company, the Trust and the
Purchase Contract Agent, substantially in the form attached hereto as Exhibit A
(with such changes as the Company, the Purchase Contract Agent and the
Remarketing Agent may agree upon, it being understood that changes may be
necessary in the representations, warranties, covenants and other provisions of
the Remarketing Underwriting Agreement due to changes in law or facts and
circumstances). Pursuant to the Remarketing Underwriting Agreement, the
Remarketing Agent, either as the sole remarketing underwriter or as the
representative of a syndicate including the Remarketing Agent and one or more
other
remarketing underwriters designated by the Remarketing Agent, will agree,
subject to the terms and conditions set forth therein, that the Remarketing
Agent and any such other remarketing underwriters will purchase severally the
Capital Securities or the Debentures, as the case may be, to be sold by the
holder or holders of Capital Securities or Income PRIDES on the third Business
Day immediately preceding the Purchase Contract Settlement Date and use their
reasonable efforts to remarket such Capital Securities or the Debentures, as the
case may be, (such purchase and remarketing being hereinafter referred to as the
"Remarketing"), at a price of approximately 100.5% of such Capital Securities
aggregate stated liquidation amount plus any accumulated and unpaid
distributions and in the case of Debentures, at a price of approximately 100.5%
of such Debentures aggregate principal amount plus any accrued and unpaid
interest. Notwithstanding the preceding sentence, the Remarketing Agent shall
not remarket any Capital Securities or Debentures, as the case may be, for a
price less than 100% of the aggregate stated liquidation amount or aggregate
principal amount of such Capital Securities or Debentures, respectively, plus
accumulated and unpaid distributions or accrued and unpaid interest, as the case
may be. The proceeds of such remarketing shall be paid to the Collateral Agent
in accordance with Section 4.6 of the Pledge Agreement and Section 5.3 of the
Purchase Contract Agreement (each of which Sections are incorporated herein by
reference).
Section 3. Fees. With respect to the Remarketing, the Remarketing Agent
shall retain as Remarketing Fee an amount not exceeding 25 basis points (.25%),
of the aggregate stated liquidation amount or aggregate principal amount of the
remarketed securities from any amount received in connection with such
Remarketing in excess of the aggregate stated liquidation amount or aggregate
principal amount of such remarketed Capital Securities or Debentures plus any
accumulated and unpaid distributions or any accrued and unpaid interest, as the
case may be. In addition, the Reset Agent shall receive from the Company a
reasonable and customary fee as the Reset Agent Fee (the "Reset Agent Fee");
provided, however, that if the Remarketing Agent shall also act as the Reset
Agent, then the Reset Agent shall not be entitled to receive any such Reset
Agent Fee. Payment of such Reset Agent Fee shall be made by the Company on the
third Business Day immediately preceding the Purchase Contract Settlement Date
in immediately available funds or, upon the instructions of the Reset Agent by
certified or official bank check or checks or by wire transfer.
Section 4. Replacement and Resignation of Remarketing Agent. (a) The
Company may in its absolute discretion replace Xxxxxxx Xxxxx in its capacity
hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice
prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately
prior to the Purchase Contract Settlement Date. Any such replacement shall
become effective upon the Company's appointment of a successor to perform the
services that would otherwise be performed hereunder by the Remarketing Agent
and/or the Reset Agent. Upon providing such notice, the Company shall use all
reasonable efforts to appoint such a successor and to enter into a with such successor as soon as reasonably practicable.
(b) Xxxxxxx Xxxxx may resign at any time and be discharged from its duties
and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by
giving notice prior to 3:00 p.m., New York City time, on the eleventh Business
Day immediately prior to the Purchase Contract Settlement Date. Any such
resignation shall become effective upon the Company's appointment of a successor
to perform the services that would otherwise be performed hereunder by the
Remarketing Agent and/or the Reset Agent. Upon receiving notice
from the Remarketing Agent and/or the Reset Agent that it wishes to resign
hereunder, the Company shall appoint such a successor and enter into a
with it as soon as reasonably practicable.
Section 5. Dealing in the Securities. The Remarketing Agent, when acting
hereunder or under the Remarketing Underwriting Agreement or acting in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Capital Securities or Debentures, as the case
may be. With respect to any Capital Securities or Debentures, as the case may
be, owned by it, the Remarketing Agent may exercise any vote or join in any
action with like effect as if it did not act in any capacity hereunder. The
Remarketing Agent, in its individual capacity, either as principal or agent, may
also engage in or have an interest in any financial or other transaction with
the Company as freely as if it did not act in any capacity hereunder.
Section 6. Registration Statement and Prospectus. In connection with the
Remarketing, if and to the extent required (in the opinion of counsel for either
the Remarketing Agent or the Company) by applicable law, regulations or
interpretations in effect at the time of such Remarketing, the Company shall use
its reasonable efforts to have a registration statement relating to the Capital
Securities effective under the Securities Act of 1933 by the third Business Day
immediately preceding the Purchase Contract Settlement Date, shall furnish a
current prospectus and/or prospectus supplement to be used in such Remarketing
by the remarketing underwriter or underwriters under the Remarketing
Underwriting Agreement, and shall pay all expenses relating thereto.
Section 7. Conditions to the Remarketing Agent's Obligations. (a) The
obligations of the Remarketing Agent and any other remarketing underwriters to
purchase and remarket the Capital Securities or the Debentures, as the case may
be, shall be subject to the terms and conditions of the Remarketing Underwriting
Agreement.
(b) If at any time during the term of this Agreement, any Indenture Event
of Default or Declaration Event of Default, or event that with the passage of
time or the giving of notice or both would become an Indenture Event of Default
or Declaration Event of Default, has occurred and is continuing under the
Indenture or the Declaration, then the obligations and duties of the Remarketing
Agent under this Agreement shall be suspended until such default or event has
been cured. The Company will cause the Indenture Trustee and the Property
Trustee to give the Remarketing Agent notice of all such defaults and events of
which the Trustee is aware.
Section 8. Termination of . This Agreement shall
terminate as to the Remarketing Agent on the effective date of its replacement
pursuant to Section 4(a) hereof or pursuant to Section 4(b) hereof.
Notwithstanding any such termination, the obligations set forth in Section 3
hereof shall survive and remain in full force and effect until all amounts
payable under said Section 3 shall have been paid in full.
Section 9. Remarketing Agent's Performance; Duty of Care. The duties and
obligations of the Remarketing Agent hereunder shall be determined solely by the
express provisions of this Agreement and the Remarketing Underwriting Agreement.
Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Section 11. Term of Agreement. Unless otherwise terminated in accordance
with the provisions hereof and except as otherwise provided herein, this
Agreement shall remain in full force and effect from the date hereof until the
first day thereafter on which no Capital Securities are outstanding.
Section 12. Successors and Assigns. The rights and obligations of the
Company hereunder may not be assigned or delegated to any other person without
the prior written consent of Xxxxxxx Xxxxx as the Remarketing Agent and/or as
the Reset Agent. The rights and obligations of Xxxxxxx Xxxxx as the Remarketing
Agent and/or as the Reset Agent hereunder may not be assigned or delegated to
any other person without the prior written consent of the Company. This
Agreement shall inure to the benefit of and be binding upon the Company and
Xxxxxxx Xxxxx as the Remarketing Agent and/or as the Reset Agent and their
respective successors and assigns. The terms "successors" and "assigns" shall
not include any purchaser of Securities merely because of such purchase.
Section 13. Headings. Section headings have been inserted in this Agreement
as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the
interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement shall be held
or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any or all jurisdictions because it conflicts
with any provisions of any constitution, statute, rule or public policy or for
any other reason, such circumstances shall not have the effect of rendering the
provision in question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or provisions
of this Agreement invalid, inoperative or unenforceable to any extent
whatsoever.
Section 15. Counterparts. This Agreement may be executed in counterparts,
each of which shall be regarded as an original and all of which shall constitute
one and the same document.
Section 16. Amendments. This Agreement may be amended by any instrument in
writing signed by the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing. All written notices and confirmations of notices by telecommunication
shall be deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to Xxx Communications, Inc., 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxx, Xxxxxxx 00000, Attention: Treasurer; if to the Remarketing Agent or
Reset Agent (if Xxxxxxx Xxxxx & Co. is the Remarketing Agent or the Reset
Agent), to x/x Xxxxxxx Xxxxx & Xx.
Xxxxx Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx
Xxxxxxxx, with a copy to Xxxxx & Xxxx LLP, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX
00000, Attention: Xxxxxxx X. Xxxxxxxxx; and if to the Purchase Contract Agent,
to The First National Bank of Chicago, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, XX 00000, or to such other address as any of the above shall specify to
the other in writing.
IN WITNESS WHEREOF, each of the Company, the Trust, the Purchase
Contract and the Remarketing Agent has caused this Agreement to be executed in
its name and on its behalf by one of its duly authorized officers as of the date
first above written.
XXX COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
XXX TRUST II
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Administrative Trustee
CONFIRMED AND ACCEPTED:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxxx Xxxxxxx
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO, not individually but solely as Purchase
Contract Agent and as attorney-in-fact for the holders of the Purchase Contracts
By: /s/ Xxxxxx Xxx Xxxxxxx
Name: Xxxxxx Xxx Xxxxxxx
Title: Vice President
Exhibit A to
FORM OF REMARKETING UNDERWRITING AGREEMENT
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
(the "Remarketing Underwriter") hereby agrees to purchase the Capital Securities
or, if a Tax Event Redemption has occurred prior to the Purchase Contract
Settlement Date, the Debentures (such Capital Securities or Debentures, as the
case may be, being hereinafter referred to as the "Securities"), that have been
tendered by the holders of the Income PRIDES for sale on [August 16, 2002].
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the purchase contract
agreement (the "Purchase Contract Agreement"), the pledge agreement (the "Pledge
Agreement"), the underwriting agreement (the "Underwriting Agreement"), the
amended and restated declaration of trust (the "Declaration") and the indenture,
as supplemented by the first supplemental indenture (the "Indenture"), each as
identified in Schedule I hereto.
2. Registration Statement and Prospectus. If required (in the opinion
of counsel to either the Remarketing Underwriter or the Company) by applicable
law, the Company and the Trust have filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on Form S-3
(Nos. 333-82575, 000-00000-00 and 333-82575-02), including a prospectus,
relating to the Securities. Such registration statement, as amended to the date
of this Agreement, is hereinafter referred to as the "Registration Statement,"
the prospectus included in the Registration Statement is hereinafter referred to
as the "Basic Prospectus" and the Basic Prospectus, as amended or supplemented
to the date of this Agreement to relate to the Securities and to the remarketing
of the Securities, is hereinafter referred to as the "Final Prospectus"
(including in each case all documents incorporated by reference).
3. Provisions Incorporated by Reference. (a) Subject to Section 3(b),
the provisions of the Underwriting Agreement shall be incorporated, as
applicable, into this Agreement and made applicable to the obligations of the
Remarketing Underwriter, except as explicitly amended hereby.
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to the
"Underwriter" or "Underwriters" shall be deemed to refer to the Remarketing
Underwriter; (ii) all references therein to the "Securities" which are the
subject thereof shall be deemed to refer to the Securities as defined herein;
(iii) all references therein to the "Closing Date" shall be deemed to refer to
the Remarketing Closing Date specified in Schedule I hereto (the "Remarketing
Closing Date"); (iv) all references therein to the "Registration Statement" and
the "Final Prospectus" shall be deemed to refer to the Registration Statement,
and the Prospectus, respectively, as defined herein.
4. Purchase and Sale; Remarketing Underwriting Fee. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth or incorporated herein, the Remarketing Underwriter agrees to
purchase from the registered holder or holders thereof in the manner specified
in Section 5 hereof, the principal amount of Securities set forth in Schedule I
hereto at a purchase price not less than 100% of such Securities' aggregate
stated liquidation amount or aggregate principal amount, as the case may be,
plus any accumulated unpaid distributions or accrued and unpaid interest, as
applicable, thereon. In connection therewith, the registered holder or holders
thereof agree, in the manner specified in Section 5 hereof, to pay to the
Remarketing Underwriter a Remarketing Underwriting Fee equal to an amount not
exceeding 25 basis points (.25%), of the aggregate stated liquidation amount or
aggregate principal amount of securities from any amount received in connection
with such Remarketing in excess of the aggregate stated liquidation amount or
aggregate principal amount, as the case may be, of the Securities plus any
accumulated and unpaid distributions or any accrued and unpaid interest, as the
case may be. The right of each holder of Securities to have Securities tendered
for purchase shall be limited to the extent that (i) the Remarketing Underwriter
conducts a remarketing pursuant to the terms of the , (ii)
Securities tendered have not been called for redemption, (iii) the Remarketing
Underwriter is able to find a purchaser or purchasers for tendered Securities
and (iv) such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Underwriter. The Remarketing Underwriter is not obligated to
purchase any Securities that would otherwise remain unsold in a remarketing.
Neither the Trust, any Trustee, the Company nor the Remarketing Underwriter
shall be obligated in any case to provide funds to make payment upon tender of
Securities for remarketing.
5. Delivery and Payment. Delivery of payment for the remarketed
Securities and payment of the Remarketing Underwriting Fee shall be made on the
Remarketing Closing Date at the location and time specified in Schedule I hereto
(or such later date not later than five business days after such date as the
Remarketing Underwriter shall designate), which date and time may be postponed
by agreement between the Remarketing Underwriter, the Company, the Trust and the
[registered holder or holders thereof]. Delivery of payment for the remarketed
Securities shall be [to or upon the order of the [registered holder or holders
of the remarketed Securities] by certified or official bank check or checks
drawn on or by a New York Clearing House bank and payable in immediately
available funds][in immediately available funds by wire transfer to an account
or accounts designated by the [Company] [Trustee] [registered holder or holders
of the remarketed Securities]] or, if the remarketed Securities are represented
by a Global Security, by any method of transfer agreed upon by the Remarketing
Underwriter and the Depositary for the Securities under the Declaration or
Indenture, as applicable.
[It is understood that any registered holder or, if the Securities are
represented by a Global Security, any beneficial owner, that has an account at
the Remarketing Underwriter and tenders its Securities through such account will
not be required to pay any fee or commission to the Remarketing Underwriter.]
If the Securities are not represented by a Global Security,
certificates for the Securities shall be registered in such names and
denominations as the Remarketing Underwriter may request not less than three
full business days in advance of the Remarketing Closing Date, and
the Company, the Trust and the [registered holder or holders thereof] agree to
have such certificates available for inspection, packaging and checking by the
Remarketing Underwriter in New York, New York not later than 1:00 p.m. on the
Business Day prior to the Remarketing Closing Date.
6. Notices. Unless otherwise specified, any notices, requests, consents
or other communications given or made hereunder or pursuant hereto shall be made
in writing or transmitted by any standard form of telecommunication, including
telephone, telegraph or telecopy, and confirmed in writing. All written notices
and confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to Xxx Communications, Inc., 0000 Xxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx
00000, Attention: Treasurer; with a copy to Dow, Xxxxxx & Xxxxxxxxx PLLC,
Attention: Xxxxxx X. Xxxxxxx; if to the Remarketing Underwriter, to Xxxxxxx
Xxxxx & Co., World Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxxxx, with a copy to Xxxxx & Xxxx LLP, Xxx Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxxxxx; and if to the
Purchase Contract Agent, to The First National Bank of Chicago, Corporate Trust
Services Division, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx XX 00000-0000,
or to such other address as any of the above shall specify to the other in
writing.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Trust, the Purchase Contract and the Remarketing Underwriter.
Very truly yours,
XXX COMMUNICATIONS, INC.
By:
Name:
Title:
XXX TRUST II
By:
Name:
Title: Administrative Trustee
CONFIRMED AND ACCEPTED:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO not individually but solely as Purchase
Contract Agent and as attorney-in-fact for the holders of the Purchase Contracts
By:
Name:
Title:
SCHEDULE I
Purchase Contract Agreement, dated as of August 12, 1999 by and between Xxx
Communications, Inc., a Delaware corporation, and The First National Bank of
Chicago, a national banking association
Pledge Agreement dated as of August 12, 1999 by and between Xxx Communications,
Inc., a Delaware corporation, The First National Bank of Chicago, a national
banking association, and The Bank of New York
Amended and Restated Declaration of Trust dated as of August 12, 1999 of Xxx
Trust II, a Delaware business trust
Indenture dated as of June 27, 1995 by and between Xxx Communications, Inc., a
Delaware corporation, and The Bank of New York
First Supplemental Indenture, dated as of August 12, 1999 by and between Xxx
Communications, Inc., a Delaware corporation, and The Bank of New York
Registration Statement Nos. 333-82575 and 333-82575-01-02
Principal Amount of Securities: $650,000,000 ($747,500,000 if the Underwriters'
over-allotment option is exercised)
Underwriting Agreement, dated as of August 9, 1999, among Xxx Communications,
Inc., Xxx Trust II, and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated, Banc of America
Securities LLC and X.X. Xxxxxx Securities Inc.
Remarketing Underwriting Fee: .25% (.0025)
Remarketing Closing Date, Time and Location:
