Exhibit 1.2
NATIONAL CITY CORPORATION
3.125% Senior Notes Due April 30, 2009
TERMS AGREEMENT
Dated: March 10, 2004
To: National City Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Re: Underwriting Agreement dated March 10, 2004
Dear Sirs:
We understand that National City Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell $200,000,000 aggregate principal amount
of its senior debt securities (the "Senior Debt Securities"). This Agreement is
the Terms Agreement referred to in the underwriting agreement dated March 10,
2004 (the "Underwriting Agreement"). Subject to the terms and conditions set
forth herein and in the Underwriting Agreement, the Underwriter named below (the
"Underwriter") agrees to purchase the principal amount of Senior Debt Securities
set forth opposite its name below at the purchase price set forth under
"Purchase Price" below.
Principal
Amount of
Name of Debt
Underwriter Securities
----------- ----------
Xxxxxx Brothers Inc. $200,000,000
The Senior Debt Securities shall have the following terms:
Title of securities: 3.125% Senior Notes due April 30, 2009
Principal amount to be issued: $200,000,000
Senior or Subordinated: Senior
CUSIP: 635405 AP 8
ISIN: US635405AP88
Currency: U.S. Dollars
Current ratings: Xxxxx'x Investors Service, Inc.: A1
Standard & Poor's Ratings Services: A
Interest rate: 3.125% per annum
Interest payment dates: April 30 and October 30 of each year, commencing October
30, 2004
Day count convention: 30/360
Date of maturity: April 30, 2009
Redemption provisions: None
Sinking fund requirements: None
Purchase Price: 99.757% of the principal amount of the Senior Debt Securities,
plus accrued interest, if any, from March 17, 2004.
Listing requirement: None
Conversion provisions: None
Closing date and location: March 17, 2004 at the offices of Xxxxxx Xxxxxx Xxxxx
& Xxxx LLP, New York, New York
Additional representations, if any: None
Lock-up provisions: The Company may not issue, without the consent of the
Underwriter, any other debt securities between the date hereof and the Closing
Time.
Other terms and conditions:
Solely with respect to the Senior Debt Securities being purchased pursuant this
Terms Agreement, Section 5(d) of the Underwriting Agreement is amended to read
as follows:
"(d) At the applicable Closing Time, you shall have received from Ernst &
Young LLP a letter dated such date, in form and substance satisfactory to
you, to the effect that (i) they are independent certified public
accountants with respect to the Company and its subsidiaries within the
meaning of the 1933 Act and the applicable published rules and regulations
thereunder; (ii) in their opinion, the consolidated financial statements
audited by them and included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2003 comply as to form in all
material respects with the applicable accounting requirements of the 1933
Act and the related published rules and regulations with respect to
registration statement Form S-3 and the 1934 Act and 1934 Act Regulations;
(iii) based upon limited procedures set forth in detail in such letter,
nothing has come to their attention which causes them to believe that (A)
the unaudited financial
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statements and supporting schedules of the Company and its subsidiaries
included in the Registration Statement and Prospectus do not comply as to
form in all material respects with the applicable accounting requirements
of the 1934 Act and the 1934 Act Regulations or are not fairly presented
in conformity with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited financial
statements included in the Registration Statement, (B) at a specified date
not more than three days prior to the date of such letter, there has been
any change in the capital stock of the Company or any increase in the
consolidated long term debt of the Company and its subsidiaries or any
decrease in the total earning assets or total assets of the Company and
its subsidiaries, in each case as compared with the amounts shown in the
most recent balance sheet included in the Registration Statement or,
during the period from a specified date not more than three days prior to
the date of such letter, there were any decreases, as compared with the
corresponding period in the preceding year, in net interest income, net
interest income after provision for loan loss, non-interest income, net
income or net income per share of the Company and its subsidiaries as
compared with the corresponding period in the preceding year except in all
instances for changes, increases or decreases which the Registration
Statement and the Prospectus disclose have occurred or may occur; and (iv)
in addition to the examination referred to in their opinions and the
limited procedures referred to in clause (iii) above, they have carried
out certain specified procedures, not constituting an audit, with respect
to certain amounts, percentages and financial information which are
included in the Registration Statement and Prospectus and which are
specified by you and have found such amounts, percentages and financial
information to be in agreement with the relevant accounting, financial and
other records of the Company and its subsidiaries identified in such
letter."
The following documents will be required at the Closing Time: Officers'
Certificate pursuant to Section 5(c) of the Underwriting Agreement; Legal
Opinions pursuant to Sections 5(b)(1), 5(b)(2) and 5(b)(3) of the Underwriting
Agreement; a Comfort Letter pursuant to Section 5(d) of the Underwriting
Agreement; and other documents pursuant to Section 5(e) of the Underwriting
Agreement.
Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be part of this
Agreement to the same extent as if such provisions had been set forth in full
herein.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed in said State.
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If the foregoing is in accordance with your understanding of the agreement
between us and the Company, please sign and return to us a counterpart hereof,
whereupon this instrument, along with all counterparts and together with the
Underwriting Agreement, shall be a binding agreement between the Underwriter
named herein and the Company in accordance with its terms and the terms of the
Underwriting Agreement.
Very truly yours,
XXXXXX BROTHERS INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Authorized Signatory
Confirmed and accepted as of
the date first above written:
NATIONAL CITY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President and
Treasurer
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