EXHIBIT 1.3
[FORM OF TERMS AGREEMENT FOR PREFERRED STOCK]
CREDIT SUISSE FIRST BOSTON (USA), INC.
("COMPANY")
PREFERRED STOCK
TERMS AGREEMENT
___________, 20__
To: The [Representative[s] of the] Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named [in
Schedule A hereto] [below] for their respective accounts, on and subject to the
terms and conditions of the Underwriting Agreement filed as an exhibit to the
Company's registration statement on Form S-3 (No. 333-_______) ("UNDERWRITING
AGREEMENT"), the following securities ("OFFERED SECURITIES") on the following
terms:
TITLE:
NUMBER OF SHARES:
DIVIDEND RATE:
OPTIONAL REDEMPTION:
SINKING FUND:
LISTING: [None.] [________ Stock Exchange.] [The Nasdaq Stock
Market Inc.'s National Market.]
DELAYED DELIVERY CONTRACTS: [None.] [Delivery Date[s] shall be
_________, 20__. Underwriters' fee is $_____________ per share of the
Contract Securities.]
PURCHASE PRICE: $____ per share plus accrued dividends[, if
any,] from ___________, 20__.
EXPECTED REOFFERING PRICE: $ __ per share, subject to change by
the [Representative[s]] [Underwriters].
CLOSING: __A.M. on __________, 20__, at ____________, in Federal
(same day) funds.
UNDERWRITER[S']['S] COMPENSATION: $_________ payable to the
[Representative[s] for the proportionate accounts of the] Underwriter[s] on
the Closing Date.
BLACKOUT: Until __ days after the Closing Date.
[NAME[S] AND ADDRESS[ES] OF THE [REPRESENTATIVE[S]]
[UNDERWRITER[S]]:]
The respective numbers of shares of the Offered Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein
by reference.
The Offered Securities will be made available for checking and
packaging at the office of ___________ at least 24 hours prior to the Closing
Date.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of (i) the following information in the Prospectus furnished
on behalf of each Underwriter: the concession and reallowance figures appearing
in the paragraph under the caption "Underwriting" in the prospectus supplement;
and (ii) the following information in the prospectus supplement furnished on
behalf of [name of Underwriter]: [insert additional information furnished on
behalf of such Underwriter] under the caption "Underwriting" in the prospectus
supplement.
2
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
Very truly yours,
CREDIT SUISSE FIRST BOSTON (USA), INC.
By
----------------------------
[INSERT TITLE]
The foregoing Terms Agreement is hereby confirmed and accepted as of the date
first above written.
[IF NO CO-REPRESENTATIVE, USE FIRST CONFIRMATION FORM. IF CO-REPRESENTATIVE, USE
SECOND.]
Credit Suisse First Boston Corporation
By
-------------------------------
[INSERT TITLE]
[Acting on behalf of itself and as the
Representative of the several
Underwriters.]
Credit Suisse First Boston Corporation
--------------------------------------
--------------------------------------
[Acting on behalf of themselves and as the
Representatives of the several
Underwriters.]
3
By Credit Suisse First Boston Corporation
By
-------------------------------
[INSERT TITLE]
4
SCHEDULE A
NUMBER OF
UNDERWRITER SHARES
----------- ------
Credit Suisse First Boston Corporation..............
----------------------
Total..............................................
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5
