Exhibit 1.2
THE NEW YORK TIMES COMPANY
(the “Company”)
Debt Securities
TERMS
AGREEMENT
March 14, 2005
To: The Representative of the Underwriters
identified herein.
Dear Sirs:
The undersigned agrees to sell to
the several Underwriters named in Schedule A hereto for their
respective accounts, on and subject to the terms and conditions of
the Underwriting Agreement attached hereto (“Underwriting
Agreement”), the following securities (“Offered Debt
Securities”) on the following terms:
Title:
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$250,000,000 4.5% Notes due 2010 (the
“2010 Notes”)
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$250,000,000 5.0% Notes due 2015 (the
“2015 Notes”)
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Principal Amount:
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2010 Notes:
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$250,000,000
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2015 Notes:
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$250,000,000
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Interest:
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2010 Notes:
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4.5% per annum, from March 17, 2005, or the most
recent date on which interest has been paid or provided for,
payable semiannually in arrears on March 15 and September 15 of
each year, commencing September 15, 2005 to the persons in whose
names the notes of each series are registered at the close of
business on March 1 or September 1 (whether or not a business day)
preceding the respective interest payment date.
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2015 Notes:
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5.0% per annum, from March 17, 2005, or the most
recent date on which interest has been paid or provided for,
payable semiannually in arrears on March 15 and September 15 of
each year, commencing September 15,
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2005 to the persons in whose names the notes of
each series are registered at the close of business on March 1 or
September 1 (whether or not a business day) preceding the
respective interest payment date.
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Maturity:
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2010 Notes:
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March 15, 2010
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2015 Notes:
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March 15, 2015
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Optional
Redemption:
The 2010 Notes and the 2015 Notes
are redeemable, as a whole or in part, at the Company’s
option, at any time or from time to time, on at least 30
days’, but not more than 60 days’, prior notice mailed
to the registered address of each holder of notes. The
redemption prices will be equal to the greater of (1) 100% of the
principal amount of the notes to be redeemed or (2) the sum of the
present values of the Remaining Scheduled Payments (as defined
below) discounted, on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at a rate equal to the sum of
the Treasury Rate (as defined below) and 10 basis points with
respect to the 2010 Notes and 15 basis points with respect to the
2015 Notes.
In the case of each of clauses (1)
and (2), accrued interest will be payable to the redemption
date.
“Treasury Rate” means,
with respect to any redemption date, the rate per annum equal to
the semiannual equivalent yield to maturity (computed as of the
third business day immediately preceding such redemption date) of
the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption
date.
“Comparable Treasury
Issue” means the United States Treasury security selected by
an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the
notes.
“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed
by the Company.
“Comparable Treasury
Price” means, with respect to any redemption date, (1) the
average of the Reference Treasury Dealer Quotations for such
redemption date after excluding the highest and lowest of such
Reference Treasury Dealer Quotations or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
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