EXHIBIT 1.2
NEWCOURT RECEIVABLES ASSET TRUST
CLASS A 6.24% ASSET BACKED NOTES, SERIES 1996-3
TERMS AGREEMENT
Dated: December 9, 1996
To: First Union Capital Markets Corp. ("First
Union"), Deutsche Xxxxxx Xxxxxxxx Inc.
("Deutsche Xxxxxx") and Xxxxxx Brothers
Inc. ("Xxxxxx")
Re: Underwriting Agreement dated December 9,
1996, which is incorporated herein in its
entirety and made a part hereof.
Series Designation: Series 1996-3.
Underwriters: First Union, Deutsche Xxxxxx and Xxxxxx
Indenture Trustee: Fleet National Bank.
Terms of the Notes: See Annex A attached hereto.
Distribution Dates: The 20th calendar day of each month (if
such day is not a Business Day, the next
succeeding Business Day), commencing
December 20, 1996.
Note Ratings: AAA by Standard & Poor's Ratings Group.
Credit Enhancement
Provider: None.
Supplement: Series 1996-3 Supplement, dated as of
December 9, 1996, among the Seller, the
Servicer, the Collateral Agent, the
Issuer Trustee and the Indenture
Trustee.
Purchase Price: The purchase price payable by the
Underwriter for the Series 1996-3 Class
A Notes covered by this Agreement will
be 100% of the principal amounts to be
issued.
Registration Statement: 33-98378.
Closing Date: December 12, 1996, 9:00 a.m., New York
Time.
Location of Closing: Xxxxxxx Xxxxxxx & Xxxxxxxx, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
Payment for the
Notes: Wire transfer of same day funds.
Blue Sky Fees: Up to $8,000.
Opinion Modifications: None. Specify.
Other securities being
offered concurrently: $8,181,429 Principal Amount of Class B
6.91% Asset Backed Notes, Series 1996-3.
$8,181,429 Principal Amount of Class C
8.66% Asset Backed Notes, Series 1996-3.
Other Modifications
to the Underwriting
Agreement: All references in the Underwriting
Agreement to the Representative shall
refer to First Union. First Union
hereby acknowledges that all
compensation owed to them, as
Underwriter, has been disclosed in the
Prospectus.
Each Underwriter severally agrees subject to the terms and
provisions of the above referenced Underwriting Agreement, to
purchase the principal amount of the above referenced Series of
Notes set forth opposite its name on Schedule I hereto.
FIRST UNION CAPITAL MARKETS CORP., as
Representative of the
Underwriters named in
Schedule I hereto
By: /s/ Xxxxxxx Xxxxxxx
_________________________________
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Accepted:
NEWCOURT RECEIVABLES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and
Chief Financial Officer
By: /s/ X. Xxxxxxxx Martitsch
_______________________________
Name: X. Xxxxxxxx Martitsch
Title: Assistant Secretary
NEWCOURT CREDIT GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
& Treasurer
By: /s/ Geoff Ichii
______________________________
Name: Geoff Ichii
Title: Vice President &
Director Capital Markets
SCHEDULE I
UNDERWRITERS
$188,172,873 Principal Amount of Class A 6.24% Asset Backed
Notes, Series 1996-3
Principal Amount
First Union Capital Markets Corp. $62,724,290.84
Deutsche Xxxxxx Xxxxxxxx Inc. $62,724,290.84
Xxxxxx Brothers Inc. $62,724,290.84
