XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PREFERREDPLUS 8.05% TRUST CERTIFICATES SERIES CCR-1
TERMS AGREEMENT
April 25, 2001
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 1,000,000 PreferredPLUS
8.05% Trust Certificates Series CCR-1 at a $25 Stated Amount per Trust
Certificate (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 8.05% Trust Certificates Series CCR-1
Ratings: BBB+ from Standard & Poor's and a3 from Moody's
Amount: 1,000,000 Trust Certificates
Denominations: $25 and integral multiples thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Trust Certificates will be
entitled to distributions at 8.05% per annum through June 15,
2027, unless the Trust Certificates are redeemed or called
prior to such date.
Cut-off Date: April 25, 2001
Distribution payment dates: June 15 and December 15, commencing June 15, 2001
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: June 15, 2027
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Listed on the New York Stock Exchange
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
Purchase price: $25.83 per Trust Certificate
Form: Book-entry Trust Certificates with The Depositary Trust Company, except
in certain limited circumstances
Closing date and location: April 25, 2001; Shearman & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
Please accept this offer no later than 10:00 A.M. (New York City time)
on April 25, 2001 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
