Exhibit 1.2
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COMDISCO, INC.
(A Delaware Corporation)
SENIOR DEBT SECURITIES
July 22, 1998
TERMS AGREEMENT
To: COMDISCO, INC.
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Underwriting Agreement dated July 22, 1998
Senior Debt Securities
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Title of Senior Debt
Securities: 6.13% MandatOry Par Put Remarketed Securities(SM)
("MOPPRS(SM)") due August 1, 2006.
Principal amount to be
issued: $275,000,000
Current ratings: Xxxxx'x Investors Service, Inc.: Baa1
Standard & Poor's: BBB+
Duff & Phelp Credit Rating Co.: A-
Interest Rate to the
Remarketing Date: 6.13% commencing July 27, 1998, payable
semiannually in arrears on the dates set forth
below to holder of record on the preceding
January 15 and July 15, as the case may be.
Interest Payment Dates: February 1 and August 1 of each year, commencing
February 1, 1999
Remarketing Date: August 1, 2001
Base Rate: 5.458%
Stated Maturity Date: August 1, 2006
Purchase Price (include
accrued interest or
amortization, if any): 101.05%
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"MandatOry Par Put Remarketed Securities(SM) and "MOPPRS(SM)" are service owned
by Xxxxxx Xxxxx & Co., Inc.
Initial Price to Public: At varying prices related to the prevailing
market prices at the time of the sale.
Form and Denomination: Fully registered in denominations of $1,000
and integral multiples thereof.
Redemption provisions: Subject to repurchase or redemption only upon
the terms set forth in the MOPPRS.
Sinking Fund requirements: None
Defeasance Provisions: The MOPPRS may not be defeased, purchased or
otherwise acquired by the Company or its
subsidiaries or affiliates other than in
accordance with the provisions of the
Remarketing Agreement to be dated as of July
27, 1998 between the Company and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
(the "Remarketing Agreement").
Other Provisions: The MOPPRS are Book-Entry Securities. The
MOPPRS are subject to the Remarketing
Agreement.
Delayed Delivery Contracts: Not authorized
Stand-Off Term: Between the date hereof and the Closing Date.
Closing Date and location: July 27, 1998, at 9 a.m. New York City time in
the offices of XxXxxxx
Xxxxx & Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
Rating Agencies applicable Xxxxx'x Investors Service, Inc.,
to Sections 4 and 9 of Standard & Poor's
the Underwriting Agreement: and Duff & Xxxxxx Credit Rating Co.
Payment for the MOPPRS shall be made to the Company in same day funds payable to
the order of the Company against acknowledgment of satisfactory notation of the
Underwriter's interest in the Global Notes representing the MOPPRS by the
Underwriters.
2
Each Underwriter severally agrees, subject to the terms and provisions of the
above referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the principal amount of Securities
set forth opposite its name:
Principal Amount
Underwriter of MOPPRS
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.................... $ 55,000,000
BancAmerica Xxxxxxxxx Xxxxxxxx...................... $ 55,000,000
Bear, Xxxxxxx & Co. Inc............................. $ 55,000,000
Citicorp Securities, Inc............................ $ 55,000,000
Warburg Dillon Read LLC............................. $ 55,000,000
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Total:........................... $275,000,000
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The following documents will be required on the Closing Date (as defined above):
Officers' Certificate pursuant to Section 4(c) of the Underwriting Agreement;
Legal Opinion pursuant to Sections 4(b)(1) and (3) of the Underwriting
Agreement; a Comfort Letter pursuant to Section 4(d) of the Underwriting
Agreement and a Bring-down Comfort Letter pursuant to Section 4(e) of the
Underwriting Agreement; and other documents pursuant to Section 4(f) of the
Underwriting Agreement; provided, however, that the legal opinion provided
pursuant to Section 4(b)(1) shall be modified to relate to the MOPPRS and shall
contain the following additional opinion: The Remarketing Agreement has been
duly authorized, executed and delivered by the Company and, assuming due
authorization, execution and delivery by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency, or
other laws relating to or affecting creditors' rights generally, or by general
principals of equity.
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[SIGNATURE PAGE FOR JULY 22, 1998 TERMS AGREEMENT]
XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxx X. Xxxx
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Its: Authorized Signatory
BANCAMERICA XXXXXXXXX XXXXXXXX
By: /s/ Xxxx X. Xxxxxxxx
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Its: Authorized Signatory
BEAR, XXXXXXX & CO. INC.
By: /s/ Jacques de St. Phalle
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Its: Authorized Signatory
CITICORP SECURITIES, INC.
By: /s/ Xxxxx Difotis
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Its: Authorized Signatory
WARBURG DILLON READ LLC
By: /s/ Xxxxx X. Xxxxx
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Its: Authorized Signatory
Accepted:
COMDISCO, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Authorized Signatory
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