EXHIBIT 1.02
TERMS AGREEMENT
July 7, 1997
Commercial Credit Company
000 Xx. Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: CHIEF FINANCIAL OFFICER
Dear Sirs:
We understand that Commercial Credit Company, a Delaware corporation
(the "Company"), proposes to issue and sell $300,000,000 aggregate principal
amount of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not jointly,
the principal amount of Securities set forth opposite our respective names on
the list attached hereto at 99.255% of the principal amount thereof, plus
accrued interest from July 1, 1997 to the date of payment and delivery. The
Closing Date shall be July 10, 1997, at 8:30 A.M. at the offices of the Company,
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: 6.75% Notes due July 1, 2007
Maturity: July 1, 2007
Interest Rate: 6.75% per annum
Interest Payment
Dates: January 1 and July 1, commencing
January 1, 1998
Initial Price to
Public: 99.675% of the principal amount thereof, plus
accrued interest from July 1, 1997 to the
date of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity.
Additional terms: The Regular Record Dates are December 15 and
June 15. The Securities shall be issuable as
Registered Securities only. The Securities
will be initially represented by one or more
global Securities registered in the name of
The Depository Trust Company ("DTC") or its
nominee. Beneficial interests in the
Securities will be shown on, and transfers
thereof will be effected only through,
records maintained by DTC and its
participants. Owners of beneficial interests
in Securities will be entitled to physical
delivery of Securities in certificated form
only under the limited circumstances
described in the Company's Prospectus
Supplement dated July 7, 1997. Principal and
interest on the Securities shall be payable
in United States dollars. The provisions of
Section 403 of the Indenture relating to
defeasance shall apply to the Securities.
All the provisions contained in the document entitled "Commercial
Credit Company-Debt Securities-Underwriting Agreement Basic Provisions" and
dated November 28, 1989 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
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(a) Immediately prior to the first parenthesis in the fourth
sentence of the first paragraph, add the following: ", as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental thereto"; (b) In the first line of Section 2(a), delete
"(33-28723)", and insert in lieu thereof "(333-28847), including a prospectus
(which prospectus also relates to $550,000,000 aggregate principal amount of
securities of the Company previously registered on a registration statement on
Form S-3 (333-00055))", and any reference in the Basic Provisions to
registration statement shall be deemed a reference to such registration
statements on Form S-3; and (c) In the fifth line of the third paragraph of
Section 3, delete the phrase "New York Clearinghouse (next day)" and insert in
lieu thereof "federal or other same day".
The parties hereto agree that it shall be a condition to the
obligation of the Company to sell and the Underwriters to purchase the
Securities that the underwriting of the 6.45% Notes due July 1, 2002
contemplated in the Terms Agreement, dated July 7, 1997, shall close
simultaneously.
Xxxxxxx X. Xxxxxx, III, Esq. is counsel to the Company. Xxxxx
Xxxxxxxxxx is counsel to the Underwriters.
The Securities will be made available for checking and packaging at
the designated office of Citibank, N.A. at least 24 hours prior to the Closing
Date.
Please accept this offer no later than 9:00 o'clock P.M. on July 7,
1997, by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
July 7, 1997, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON BROTHERS INC
PAINEWEBBER INCORPORATED
By: SALOMON BROTHERS INC
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
ACCEPTED:
COMMERCIAL CREDIT COMPANY
By:/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and
Assistant Treasurer
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Principal
Underwriter Amount
----------- ---------
Salomon Brothers Inc . . . . . . . . . . . . . $285,000,000
PaineWebber Incorporated. . . . . . . . . . . . 15,000,000
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Total. . . . . . . . . . . . . . . . . . . $300,000,000
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