Exhibit 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PUBLIC STEERS(R) TRUST CERTIFICATES
TERMS AGREEMENT
February 18, 1999
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 or cause the Trust to
sell its Public STEERS(R) Trust Certificates in the following amounts: (1)
$9,887,000 stated amount of Class A Trust Certificates; and (2) the
corresponding Class B Trust 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: Trust Certificates, Series 0000 XXX-0, offered in two classes (Class A
Trust Certificates and Class B Trust Certificates)
Ratings: "Baa2" from Xxxxx'x; "BBB" from S&P
Aggregate principal amount:
Class A Trust Certificates: $9,887,000 stated amount
Corresponding Class B Trust Certificates
Denominations: $1,000 and integral multiples thereof.
Currency of payment: U.S. dollars
Interest rate or formula: Holders of Class A Trust Certificates will be entitled
to payments of interest at 7.0% per annum through April 15, 2007.
Holders of Class B Trust Certificates will be entitled to a
distribution equal to .95% per annum multiplied by the principal amount
of the Underlying Securities (the "Class B Payments").
Interest payment dates: April 15 and October 15, commencing April 15, 1999.
Regular record dates: April 1 and October 1.
Stated maturity date: April 15, 2007.
Exchange of Trust Certificates: On each distribution date, Xxxxxxx Xxxxx & Co.
or any of its affiliates, other than the Depositor, may, if it holds Class A
Trust Certificates of a certain stated amount and Class B Trust Certificates of
a corresponding amount thereof, tender such Trust Certificates to the Trustee on
such distribution date, subject to certain conditions. Upon such tender, the
Trustee will deliver Deposited Assets having a principal amount equal to the
combined principal amounts of the Class A Trust Certificates and Class B Trust
Certificates being tendered to such Trust Certificateholder.
Sinking fund requirements: none
Conversion provisions: none
Listing requirements: Class A Certificates to be listed on the New York Stock
Exchange.
Black-out provisions: none
Fixed or Variable Price Offering: Variable Price Offering
Purchase price:
Class A Trust Certificates: 98.527% of the stated amount, plus
accrued interest at 7.0% compounded
semiannually from October 15, 1998
to the Closing Date
Class B Trust Certificates: $603,065.80
Form: Book-entry Trust Certificates with The Depository Trust Company, except
in certain limited circumstances
Closing date and location: February 18, 1999; Shearman & Sterling,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
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Please accept this offer no later than 10 o'clock A.M. (New York City time) on
February 18, 1999 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 X. Xxxxxxxxxxx
------------------------------------
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
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