EXHIBIT 1.2
UBS AG
$2,000,000,000
MEDIUM TERM NOTES, SERIES A
$25,000,000
CONTINGENT RATE FORENS(SM) DUE JANUARY 22, 2002
(Principal Protected U.S. Dollar Denominated One-Touch FORENS Linked
to Japanese Yen/U.S. Dollar Spot Exchange Rate)
TERMS AGREEMENT
July 12, 2001
UBS Warburg LLC,
000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxxxx, XX 00000.
UBS PaineWebber Inc.,
0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Ladies and Gentlemen:
UBS AG (the "Company") proposes, subject to the terms and conditions
stated herein and in the Distribution Agreement, dated November 21, 2000 (the
"Distribution Agreement"), between the Company on the one hand and each of you
(individually, an "Agent" and, collectively, the "Agents") and any other party
acting as Agent thereunder on the other, to issue and sell to you the securities
specified in the Schedule hereto (the "Purchased Securities"). Each of the
provisions of the Distribution Agreement not specifically related to the
solicitation by the Agents, as agents of the Company, of offers to purchase
Securities 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. 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 Securities from the Company, solely by virtue of its
execution of this Terms Agreement. Each of the representations and warranties
set forth therein 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 1
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
Securities.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you has been filed with the Commission.
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 you and you agree to purchase from the Company the Purchased
Securities, at the time and place, in the principal amount and at the purchase
price set forth in the Schedule hereto.
2
If the foregoing is in accordance with your understanding, please sign
and return to us 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,
UBS AG
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Managing Director
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxxx
Managing Director
Accepted in New York, New York,
as of the date hereof:
UBS WARBURG LLC
By: /s/ Xxxxx Xx
-------------------------
Xxxxx Xx
Associate Director
By: /s/ Xxxxx Xxxxxxxx
-------------------------
Xxxxx Xxxxxxxx
Managing Director
UBS PAINEWEBBER INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
3
1
Schedule to Annex I
Title of Purchased Securities:
$25,000,000 Contingent Rate FORENS(SM) due January 22, 2002 (Principal
Protected U.S. Dollar Denominated One-Touch FORENS Linked to Japanese Yen/U.S.
Dollar Spot Exchange Rate) (the "FORENS")
Aggregate Face Amount:
$25,000,000
Price to Public:
100.00%
Purchase Price by UBS Warburg LLC and UBS PaineWebber Inc.:
99.5%
Method of and Specified Funds for Payment of Purchase Price:
By wire transfer to a bank account specified by the Company in
immediately available funds
Indenture:
Indenture, dated as of November 21, 2000, between the Company and U.S.
Bank Trust National Association, as Trustee
Time of Delivery:
July 19, 2001
Closing Location for Delivery of Securities:
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
Maturity:
January 22, 2002
Interest Rate:
9.0% per annum, payable on January 22, 2002 if UBS Warburg LLC (the
"Calculation Agent") determines that one or more consecutive spot foreign
exchange transactions amounting to at least $3 million have traded in the
interbank foreign exchange market through the Electronic Broking System or
Reuters 2002 systems, or have been traded by the Company or one of its
affiliates in the interbank foreign exchange market, at a Japanese yen/U.S.
dollar spot exchange rate equal to or greater than 138.0 Japanese yen per U.S.
dollar, during the period between 4:00 p.m., New York City time, on July 12,
2001 and 10:00 a.m., New York City time, on January 15, 2002. The Calculation
Agent will not review any other source of information in the interbank foreign
exchange market for Japanese yen/U.S. dollar spot transactions, and no other
transactions or information on exchange rates will have any effect on whether a
Trigger Event has occurred. The Calculation Agent will observe only those
transactions that occur during the hours between 5:00 a.m. Sydney time on Monday
and 5:00 p.m. New York City time on Friday during that period. The Calculation
Agent will count as a single transaction (i) two or more transactions if they
are executed consecutively within the same dealing system; and (ii) two or more
transactions if they are traded consecutively by UBS or one of its affiliates in
the interbank foreign exchange market, and together relate to an aggregate
amount of at least $3 million.
Interest Payment Date:
Payable on January 22, 2002
Principal Repayment Terms:
On January 22, 2002 holders will receive a cash payment in U.S. dollars
equal to the face amount of their FORENS;
Documents to be Delivered:
The following documents referred to in the Distribution Agreement shall
be delivered as a condition to the closing:
(1) The Officers' Certificates referred to in Section 4(k).
Other Provisions (including Syndicate Provisions, if applicable):
It is a condition to the obligations of the Agents to purchase the
FORENS hereunder that the FORENS have been approved for listing on the American
Stock Exchange.
