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EXHIBIT 1.1
DORAL FINANCIAL CORPORATION
8.5% SENIOR MEDIUM-TERM NOTES, SERIES A DUE
Terms Agreement
July 1, 1999
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Doral Financial Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and in the Distribution Agreement, dated May
14, 1999 (the "Distribution Agreement"), among the Company and Xxxxxxx Xxxxx &
Co., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated and Bear, Xxxxxxx & Co.
Inc. (the "Agents"), to issue and sell to the Agents, the securities specified
in Schedule I hereto (the "Purchased Medium-Term Notes").
Each of the provisions of the Distribution Agreement 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. Capitalized terms used herein but not so defined shall have the
meanings ascribed thereto in the Distribution Agreement. 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
solicitation of offers to purchase Medium-Term Notes from the Company, solely by
virtue of its execution of this Terms Agreement.
Each of the representations and warranties set forth in the
Distribution Agreement 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
2 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
Medium-Term Notes.
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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 the Agents and the Agents severally agree to purchase from the
Company, the Purchased Medium-Term Notes set forth opposite their respective
names below, at the time and place, in the principal amount and at the purchase
price set forth in Schedule I hereto.
Principal Amount
Agent of Purchased Medium Term Notes
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.............................................. 130,000,000
Bear, Xxxxxxx & Co. Inc......................................................... 70,000,000
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Total $200,000,000
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This Agreement may be executed by any one or more of the parties hereto
in counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
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If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you this
letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
Very truly yours,
DORAL FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President and
Treasurer
Accepted in New York, New York, as of the date hereof:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title:
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Managing Director
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Schedule I
Terms of the Purchased Medium Notes:
Principal Amount: $200,000,000
(or principal amount of foreign or composite currency)
Choose One:
[X] Medium-Term Senior Note
[ ] Medium-Term Subordinated Note
Interest Rate or Formula:
If Fixed Rate Note,
Interest Rate: 8.5%
If Floating Rate Note,
Interest Rate Basis(es):
If LIBOR,
( ) LIBOR Reuters Page:
( ) LIBOR Telerate Page:
Designated LIBOR Currency:
If CMT Rate,
Designated CMT Telerate Page:
If Telerate Page 7052:
( ) Weekly Average
( ) Monthly Average
Designated CMT Maturity Index:
Index Maturity:
Spread and/or Spread Multiplier, if any:
Initial Interest Rate, if any:
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Fixed Rate Commencement Date, if any:
Fixed Interest Rate, if any:
Day Count Convention:
Calculation Agent:
Redemption Provisions: N/A
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction, if any:
Repayment Provisions: N/A
Optional Repayment Date(s):
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Interest Payment Dates: January 8 and July 8, commencing January 8,
2000
Record Dates: December 24 and June 23
Original Issue Date: July 8, 1999
Stated Maturity Date: July 8, 2004
Specified Currency: N/A
Exchange Rate Agent: N/A
Authorized Denomination: $1,000 and integral multiples thereof
Agents' Commissions: .5%
Purchase Price: 99.5%, plus accrued interest, if any, from July 8,1999
Price to Public: 100%, plus accrued interest, if any, from July 8, 1999
Settlement Date and Time: July 8, 1999, in accordance with the
procedures of The Depository Trust Company
for the settlement of medium-term notes.
Additional/Other Terms: N/A
Documents to be Delivered:
Officers' Certificate pursuant to Section 7(b) of the Distribution
Agreement.
Legal Opinion pursuant to Section 7(c) of the Distribution Agreement.
Comfort Letter pursuant to Section 7(d) of the Distribution Agreement.
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