UBS AG
$2,000,000,000
MEDIUM-TERM NOTES, SERIES A
$100,000,000 VARIABLE RATE CREDIT LINKED NOTES
DUE SEPTEMBER 5, 2002
TERMS AGREEMENT
October 3, 2001
UBS Warburg LLC,
000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 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 hereunder 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.
-1-
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
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Managing Director
Accepted in New York, New York,
as of the date hereof:
UBS WARBURG LLC
By: /s/ Xxxx XxxXxx
-----------------------------
Name: Xxxx XxxXxx
Title: Director
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Executive Director
SCHEDULE
Title of Purchased Securities:
$100,000,000 Variable Rate Credit Linked Notes due September 5, 2002
(linked to the credit of National Rural Utilities Cooperative Finance
Corporation)
Aggregate Face Amount:
$100,000,000
Price to Public:
100%
Purchase Price by UBS Warburg LLC:
100%
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:
October 5, 2001
Closing Location for Delivery of Securities:
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Maturity:
September 5, 2002
Interest Rate:
1-month LIBOR plus a spread of 0.30%, payable monthly in arrears.
However, if early redemption due to a credit event occurs with respect
to National Rural Utilities Cooperative Finance Corporation prior to
the maturity date, interest will cease to accrue from and including the
credit event determination date.
-1-
Interest Payment Dates:
Payable monthly in arrears on the 5th day of each month, commencing
November 5, 2001.
Regular Record Dates:
Fifteenth calendar date next preceding the Interest Payment Date.
Principal Repayment Terms:
If early redemption due to a credit event with respect to National
Rural Utilities Cooperative Finance Corporation has not occurred prior
to maturity, at maturity the Purchased Securities will pay to holders
cash equal to the principal amount of the Purchased Securities together
with any accrued but unpaid interest.
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):
If, in the opinion of the calculation agent, an early redemption event
has occurred with respect to National Rural Utilities Cooperative
Finance Corporation prior to maturity, UBS AG may redeem all (but not
some only) of the Purchased Securities by payment of an amount based on
the trading price of debt obligations of National Rural Utilities
Cooperative Finance Corporation selected by the calculation agent.
If the Purchased Securities are subject to early redemption due to a
credit event, the maturity of the Notes will be postponed, if
necessary, to permit the calculation agent the requisite number of days
from the credit event determination date to calculate and pay the early
redemption amount.
-2-
