Exhibit 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PREFERREDPLUS CLASS A 6.05% TRUST CERTIFICATES SERIES GEC-1
PREFERREDPLUS CLASS B 0.70% TRUST CERTIFICATES SERIES GEC-1
TERMS AGREEMENT
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October 25, 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 6,166,200 PreferredPLUS
Class A 6.05 % Trust Certificates Series GEC-1 (the "Class A Certificates") at a
$25 Stated Amount per Class A Trust Certificate and 6,166,200 PreferredPLUS
Class B 0.70% Trust Certificates Series GEC-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 Trust Certificates Series GEC-1, offered in two classes
(Class A Trust Certificates and Class B Trust Certificates)
Ratings: AAA from Standard & Poor's and Aaa from Moody's
Amount: 6,166,200 Class A Trust Certificates
6,166,200 Class B Trust Certificates
Class A Trust Certificate Denominations: stated amount of $25 and integral
multiples thereof
Class B Trust Certificate 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 6.05% per annum through March 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 0.70% per annum
through March 15, 2032, unless the Class B Trust Certificates are redeemed or
called prior to such date.
Cut-off Date: October 31, 2002
Distribution payment dates: March 15 and September 15, commencing March 15, 2003
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: March 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: $2 Class B Trust Certificates
Form: Book-entry Trust Certificates with The Depository Trust Company, except in
certain limited circumstances
Closing date and location: October 31, 2002, Shearman & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
2
Please accept this offer no later than 10:00 A.M. (New York City time)
on October 31, 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
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Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
