EX-1.2 4 dex12.txt EXHIBIT 1.2 TERMS AGREEMENT Exhibit 1.2 - Terms Agreement MEDIA GENERAL, INC. (a Virginia corporation) AND THE GUARANTORS NAMED HEREIN Senior Debt Securities TERMS AGREEMENT --------------- August 23, 2001 To: Media General, Inc. 333 Franklin Street Richmond, VA 23219 Ladies and Gentlemen: We understand that Media General, Inc., a Virginia corporation (the "Company"), proposes to issue and sell $200,000,000 aggregate principal amount of the Company's 6.95% Notes due September 1, 2006 (the "Notes"). Subject to the terms of the Indenture, such securities will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest (the "Guarantees," and together with the Notes, the "Underwritten Securities") by the Initial Guarantors. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective aggregate principal amount of the Notes set forth below opposite their names at the purchase price set forth below. Underwriter Principal Amount of Notes ----------- ------------------------- Banc of America Securities LLC....................... $ 80,000,000 Dresdner Kleinwort Wasserstein - Grantchester, Inc. . 20,000,000 Fleet Securities, Inc................................ 20,000,000 Mizuho International plc............................. 20,000,000 Scotia Capital (USA) Inc............................. 20,000,000 SunTrust Capital Markets, Inc........................ 20,000,000 Wachovia Securities, Inc............................. 20,000,000 ------------ Total...................................... $200,000,000 ============ The Underwritten Securities shall have the following terms: Title: 6.95% Notes due September 1, 2006 Rank: The Notes will be senior unsecured obligations and will rank equally with each other and with all of our other senior unsecured indebtedness. Guaranteed: Yes. Ratings: Moody's: Baa3; S&P: BB+ Aggregate principal amount: $200,000,000 Denominations: $1,000 and integral multiples of $1,000 in excess thereof. Interest rate or formula: 6.95% per annum Interest payment dates: March 1/st/ and September 1/st/ of each year, commencing March 1, 2002. Regular record dates: February 15/th/ and August 15/th/ Stated maturity date: September 1, 2006 Redemption provisions: The Notes are redeemable at any time at the option of the Company, in whole or in part, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed and (ii) the make-whole amount, if any, plus, in each case, unpaid interest on the aggregate principal amount of the Notes being redeemed accrued to the date of redemption. Sinking fund requirements: None. Defeasance provisions: The defeasance provisions set forth in the Indenture are applicable. Conversion provisions: None. Listing requirements: None. Black-out provisions: None. Initial public offering price: 99.941% of the principal amount, plus accrued interest, if any, from August 28, 2001. Purchase price: 99.191% of the principal amount, plus accrued interest, if any, from August 28, 2001. Form: Global Note through the facilities of the Depository Trust Company. Closing date and location: August 28, 2001 at 9:00 A.M. the offices of: McGuireWoods LLP One James Center 901 East Cary Street Richmond, Virginia 23219 All of the provisions contained in the document attached as Annex I hereto entitled "Media General, Inc.-- Debt Securities--Underwriting Agreement" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 2 Please accept this offer no later than 4:30 P.M. (New York City time) on August 23, 2001 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, BANC OF AMERICA SECURITIES LLC DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC. FLEET SECURITIES, INC. MIZUHO INTERNATIONAL, PLC SCOTIA CAPITAL (USA) INC. SUNTRUST CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. By: BANC OF AMERICA SECURITIES LLC By: /s/ Lily Chang Authorized Signatory Acting on behalf of itself and the other named Underwriters. Accepted: MEDIA GENERAL, INC., as Issuer By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer MEDIA GENERAL FINANCIAL SERVICES, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer MEDIA GENERAL COMMUNICATIONS, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer MG BROADCASTING OF BIRMINGHAM HOLDINGS, LLC, as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer MEDIA GENERAL OPERATIONS, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer THE TRIBUNE COMPANY HOLDINGS, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer MEDIA GENERAL BROADCASTING OF SOUTH CAROLINA HOLDINGS, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer 4 MG BROADCASTING OF BIRMINGHAM II, LLC, as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer PROFESSIONAL COMMUNICATIONS SYSTEMS, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer NES II, INC., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: President and Treasurer VIRGINIA PAPER MANUFACTURING CORP., as Guarantor By: /s/ Marshall N. Morton Name: Marshall N. Morton Title: Treasurer 5