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THE ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, INC.
MEDIUM-TERM NOTES, SERIES B
7.35% NOTES DUE 2009
TERMS AGREEMENT
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September 22, 1999
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
Banc of America Securities LLC
Chase Securities Inc.
Deutsche Bank Securities Inc.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation
McDonald Investments Inc., A KeyCorp Company
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
PaineWebber Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc.
▇▇▇▇▇▇▇▇ Capital Partners, L.P.
Wachovia Securities, Inc.,
c/▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.,
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
Ladies and Gentlemen:
The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Distribution Agreement, dated May
19, 1999 (the "Distribution Agreement"), between the Company on the one hand and
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and any other party acting as Agent thereunder on the
other, to issue and sell to each of the Underwriters listed in the Schedule
hereto (the "Underwriters") the securities specified in the Schedule hereto (the
"Purchased Securities"). Each of the provisions of the Distribution Agreement
not specifically related to the solicitation by the Agents, as agents of the
Company, of offers to purchase Securities is incorporated herein by reference in
its entirety, and shall be deemed to be part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Nothing
contained herein or in the Distribution Agreement shall make any party hereto an
agent of the Company or make such party subject to the provisions therein
relating to the
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solicitation of offers to purchase Securities from the Company, solely by virtue
of its execution of this Terms Agreement. Each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Terms Agreement, except that each representation and warranty in
Section 1 of the Distribution Agreement which makes reference to the Prospectus
shall be deemed to be a representation and warranty as of the date of the
Distribution Agreement in relation to the Prospectus (as therein defined), and
also a representation and warranty as of the date of this Terms Agreement in
relation to the Prospectus as amended and supplemented to relate to the
Purchased Securities. All references in the Distribution Agreement (insofar as
they are relevant to this Terms Agreement) and in this Terms Agreement to the
"Prospectus as amended or supplemented" shall be deemed to mean the Prospectus,
dated May 18, 1999, as supplemented by Prospectus Supplement B, dated July 9,
1999, Prospectus Supplement C, dated September 21, 1999, and Prospectus
Supplement No. 41, dated September 22, 1999. All other capitalized and undefined
terms used herein have the meanings assigned to them in the Distribution
Agreement.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and the Underwriters agree severally
to purchase from the Company, the Purchased Securities, at the time and place,
in the principal amount and at the purchase price set forth in the Schedule
hereto.
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If the foregoing is in accordance with your understanding, please sign
and return to us 5 counterparts hereof, and upon acceptance hereof by ▇▇▇▇▇▇▇,
▇▇▇▇▇ & Co., on behalf of each of the Underwriters, this letter and such
acceptance hereof, including those provisions of the Distribution Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Company. It is understood that ▇▇▇▇▇▇▇, ▇▇▇▇▇ &
Co.'s acceptance of this letter on behalf of each of the Underwriters is or will
be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on the part of ▇▇▇▇▇▇▇, ▇▇▇▇▇ &
Co. as to the authority of the signers hereof.
Very truly yours,
The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
Accepted in New York, New York,
as of the date hereof:
/s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
----------------------------------
(▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.)
On behalf of each Underwriter
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SCHEDULE I
Title of Purchased Securities:
Medium-Term Notes, Series B
7.35% Notes due 2009
Aggregate Principal Amount:
$ 1,000,000,000
Price to Public: 99.852%
Purchase Price by the Underwriters:
99.402% of the principal amount of the Purchased Securities, plus
accrued interest, if any, from September 29, 1999
Method of and Specified Funds for Payment of Purchase Price:
By wire transfer to a bank account specified by the Company in
immediately available funds
Indenture:
Indenture, dated as of May 19, 1999, between the Company and The Bank
of New York, as Trustee
Time of Delivery: September 29, 1999
Closing Location for Delivery of Securities:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Maturity:
October 1, 2009
Interest Rate:
7.35%
Interest Payment Dates:
Every April 1 and October 1
Redemption Provisions:
The Purchased Securities may be redeemed as a whole at 100% of their
principal amount, together with accrued interest to the redemption date, at the
option of the Company upon not less than 30 nor more than 60 days' notice, upon
a change in United States laws or regulations affecting taxation which causes
the Company to be obligated to pay additional amounts to United States alien
holders in respect of the Purchased Securities.
Obligation to Make Additional Payments:
The Company will pay to United States alien holders such additional
amounts so that every net payment on the Purchased Securities, after deduction
of withholding for or on account of any present or future tax, assessment or
other governmental charge imposed by the United States or any political
subdivision or taxing authority thereof or therein, will not be less than the
amount provided for in the Purchased Securities.
Documents to be Delivered:
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The following documents referred to in the Distribution Agreement shall
be delivered as a condition to the Closing:
(1) The opinion or opinions of counsel to the Agents referred to in
Section 4(h).
(2) The opinion of counsel to the Company referred to in Section 4(i).
(3) The accountants' letter referred to in Section 4(j).
(4) The officers' certificate referred to in Section 4(k).
Underwriters:
PRINCIPAL
AMOUNT OF
SECURITIES
TO BE
UNDERWRITER PURCHASED
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▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ 793,750,000
Banc of America Securities LLC 18,750,000
Chase Securities Inc. 18,750,000
Deutsche Bank Securities Inc. 18,750,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation 18,750,000
McDonald Investments Inc., A KeyCorp Company 18,750,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 18,750,000
PaineWebber Incorporated 18,750,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. 18,750,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc. 18,750,000
▇▇▇▇▇▇▇▇ Capital Partners, L.P. 18,750,000
Wachovia Securities, Inc. 18,750,000
Total $1,000,000,000
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