EXHIBIT 1.1
UNDERWRITING AGREEMENT
Texas Instruments Incorporated
00000 XX Xxxxxxxxx
Xxxxxx, Xxxxx 00000-0000
Dear Sirs:
We (the "Underwriters") understand that Texas Instruments Incorporated, a
Delaware corporation (the "Company"), proposes to issue and sell the principal
amount of its debt securities (the "Offered Debt Securities") identified in
Schedule I hereto, as more fully described in the Company's Prospectus
Supplement dated ____________ , 19__ relating to the Offered Debt Securities
and the Basic Prospectus dated __________, 1999.
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters offer to purchase, severally and not
jointly, at the respective purchase prices set forth in Schedule I hereto, the
principal amount of the Offered Debt Securities set forth opposite their
respective names in Schedule II hereto.
The Underwriters will pay for such Offered Debt Securities upon delivery
thereof at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York City time) on _________, 19__ or
at such other time, not later than __________, 19__ as shall be designated by
the Manager.
All the provisions contained in the document entitled Texas Instruments
Incorporated Underwriting Agreement Standard Provisions (Debt) dated ______,
1999, a copy of which we have previously received, are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein,
except that the term "Manager", as used therein, shall, for purposes of this
Agreement, mean _______________, whose authority hereunder may be exercised by
them jointly or by __________ alone.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below. This Agreement may be signed in
any number of counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Very truly yours,
On behalf of themselves and the
other Underwriters named herein
By:___________________________
By:___________________________
Name:
Title:
Accepted as of the date written above:
TEXAS INSTRUMENTS INCORPORATED
By:___________________________________
Name:
Title:
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SCHEDULE I TO UNDERWRITING AGREEMENT
Description of Offered Debt Securities:
Title:_____________________
Principal amount (including currency or composite currency):
U.S.$_____________________
Purchase price: $____________ [plus accrued interest from ______________]
Public offering price: $___________ [plus accrued interest from__________]
Underwriting discount: $____________
Interest rate: __% per annum, payable semi-annually on _____________ and
_________________.
Sinking fund provisions:________________
Redemption provisions:_________________
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SCHEDULE II TO UNDERWRITING AGREEMENT
Principal Amount
of Offered Debt
Underwriter Securities to be Purchased
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Total
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