Exhibit 1.2
ASSOCIATED BANC-CORP
("Company")
Debt Securities
TERMS AGREEMENT
August 1, 2001
To: The Representative of the Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, on and subject to the terms
and conditions of the Underwriting Agreement dated August 1, 2001
("Underwriting Agreement"), the following securities on the following terms:
Title: 6 3/4% Subordinated Notes due 2011 (the "Securities").
Principal Amount: $200,000,000.
Interest: 6 3/4% per annum, from August 6, 2001, payable
semiannually on February 15 and August 15, beginning February
15, 2002, to holders of record on the preceding January 15 or
July 15, as the case may be.
Maturity: August 15, 2011.
Optional Redemption: None.
Sinking Fund: None.
Listing: None.
Purchase Price: 98.63% of principal amount, plus accrued
interest, if any, from August 6, 2001.
Expected Reoffering Price: 99.28% of principal amount, subject
to change by the Representative.
Closing: 10:00 A.M. on August 6, 2001, at the offices of
Xxxxxxx Xxxxxxx & Xxxxxxxx, in Federal (same day) funds.
Settlement and Trading: Book-Entry Only via DTC.
Blackout: Until the Closing Date.
Name and Address of the Representative:
Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
The respective principal amounts of 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.
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 the following information in the Prospectus furnished
on behalf of each Underwriter: the concession and reallowance figures
appearing in the third paragraph under the caption "Underwriting" in the
prospectus supplement and the information contained in the sixth paragraph
under the caption "Underwriting" in the prospectus supplement.
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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.
Yours very truly,
ASSOCIATED BANC-CORP
By /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Treasurer
The foregoing Terms Agreement is hereby
confirmed and accepted as of the
date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ Xxxx Xxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxx
Title: Director
Acting on behalf of itself and as
the Representative of the several
Underwriters.
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SCHEDULE A
Principal
Underwriter Amount
----------- ------
Credit Suisse First Boston Corporation .................. $120,000,000
Xxxxxx Brothers Inc. .................................... 20,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ....................... 20,000,000
Xxxxxx X. Xxxxx & Co. ................................... 20,000,000
Sandler X'Xxxxx & Partners, L.P. ........................ 20,000,000
Total ................................. $200,000,000
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