Exhibit 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PREFERREDPLUS 7.40% TRUST CERTIFICATES SERIES UPC-1
TERMS AGREEMENT
October 2, 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 1,294,520 PreferredPLUS 7.40% Trust
Certificates Series UPC-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 7.40% Trust Certificates Series UPC-1
Ratings: A- from Standard & Poor's and Baa2 from Moody's
Amount: 1,294,520 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 7.40% per annum through December 15, 2028, unless the Trust
Certificates are redeemed or called prior to such date.
Cut-off Date: October 9, 2002
Distribution payment dates: June 15 and December 15, commencing December 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: December 15, 2028
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 per Trust Certificate
Form: Book-entry Trust Certificates with The Depository Trust Company, except in
certain limited circumstances
Closing date and location: October 9, 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 9, 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 X. Xxxxxxxxxxx
________________________
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By /s/ Xxxxx X. Xxxxxxxxxxx
__________________________
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
