Exhibit 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PREFERREDPLUS CLASS A 7.65 % TRUST CERTIFICATES SERIES ELP-1
PREFERREDPLUS CLASS B 0.10 % TRUST CERTIFICATES SERIES ELP-1
TERMS AGREEMENT
March 20, 2002
To: Xxxxxxx Xxxxx Depositor, Inc.
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxx
Ladies and Gentlemen:
We understand that Xxxxxxx Xxxxx Depositor, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell 1,630,160 PreferredPLUS
Class A 7.65 % Trust Certificates Series ELP-1 (the "Class A Certificates") at a
$25 Stated Amount per Class A Trust Certificate and 1,630,160 PreferredPLUS
Class B 0.10% Trust Certificates Series ELP-1 (the "Class B Certificates") with
a notional principal amount of $25 per Class B Certificate, (the Class A
Certificates and Class B Certificates collectively, the "Underwritten
Securities")
Subject to the terms and conditions set forth below and subject to the
terms of the Purchase Agreement which are incorporated by reference herein, we
offer to purchase the principal amount of Underwritten Securities at the
purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title: PreferredPLUS 7.75% Trust Certificates Series ELP-1, offered in two
classes (Class A Trust Certificates and Class B Trust Certificates)
Ratings: BBB from Standard & Poor's and Baa2 from Moody's
Amount: 1,630,160 Class A Trust Certificates
1,630,160 Class B Trust Certificates
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Class A Trust Certificate Denominations: stated amount of $25 and integral
multiples thereof
Class B Trust Denominations: notional principal amount of $25 and
integral multiples thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Class A Trust Certificates will be
entitled to distributions at 7.65% per annum through January 15, 2032, unless
the Class A Trust Certificates are redeemed or called prior to such date.
Holders of Class B Trust Certificates will be entitled to distributions at 0.10%
per annum through January 15, 2032, unless the Class B Trust Certificates are
redeemed or called prior to such date.
Cut-off Date: March 25, 2002
Distribution payment dates: January 15 and July 15, commencing July 15, 2002
Regular record dates: As long as the Underlying Securities are represented by
one or more global certificated securities, the record day will be the close of
business on the Business Day prior to the relevant distribution payment dates,
unless a different record date is established for the Underlying Securities. If
the Underlying Securities are no longer represented by one or more global
certificated securities, the distribution payment date will be at least one
Business Day prior to the relevant distribution payment dates.
Stated maturity date: January 15, 2032
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Class A listed on the New York Stock Exchange
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
Class A Trust Certificate Purchase Price: $25 per Class A Trust Certificate
Class B Trust Certificate Purchase Price: $0.255 per Class B Trust Certificate
Form: Book-entry Trust Certificates with The Depository Trust Company, except in
certain limited circumstances
Closing date and location: March 25, 2002, Shearman & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
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Please accept this offer no later than 10:00 A.M. (New York City time)
on March 20, 2002 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By /s/ Xxxxx Xxxxxxxxxxx
---------------------------
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By /s/ Xxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
