Exhibit 1.
XXXXXX INC.
("Company")
Medium-Term Notes, Series A
Due from Nine Months to 30 Years from Date of Issue
TERMS AGREEMENT
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January 25, 1996
Xxxxxx Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0911
Dear Sirs:
We offer to purchase, on and subject to the terms and conditions of
the Distribution Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 33-53681) ("Distribution Agreement"), the following
Notes ("Notes") on the following terms:
Currency or Currency Units: U.S. Dollars
Stated Maturity: February 1, 2006
Principal Amount: $75,000,000.00
Public Offering Price: 99.384%
Original Issue Discount Security: Yes___ No X
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Underwriting Discount or Commission received from the Company (%):
0.60%
Proceeds to Company (%): 98.784% (immediately available funds)
Fixed Rate of Interest: Six and 50/100 percent (6.50%) per annum
Interest Payment Dates: February 1 and August 1
Regular Record Dates: January 15 and July 15
Trade Date: January 25, 1996
Settlement Date (Issue Date): January 30, 1996
* * * * *
Our agreement to purchase the Notes hereunder is subject to the
conditions set forth in the Distribution Agreement, including the conditions set
forth in paragraphs (c), (d), (e), (f), (g) and (h) of Section 5 thereof. If,
for any reason, the purchase by the undersigned of the Notes is not consummated
other than because of a default by the undersigned or a failure to satisfy a
condition set forth in clause (iii), (iv) or (v) of Section 5(c) of the
Distribution Agreement, the Issuer shall reimburse the undersigned for all out-
of-pocket expenses reasonably incurred by the undersigned in connection with the
offering of the Notes and not otherwise required to be reimbursed pursuant to
Section 4 of the Distribution Agreement.
Unless the undersigned has received notification from the Company
within one Business Day (as defined in the Distribution Agreement) that the
Company does not agree to the terms set forth herein, this Terms Agreement shall
constitute an agreement between the Company and the undersigned for the sale and
purchase of the Notes upon the terms set forth herein and in the Distribution
Agreement.
Very truly yours,
X.X. XXXXXX SECURITIES INC.
CS FIRST BOSTON CORPORATION
By: ________________________
Name:
Title:
Accepted and agreed to
as of the date set forth above.
XXXXXX INC.
By: ___________________________
Xxxx X. xxx Xxxxx, Xx.
Senior Vice President and Treasurer