AGREEMENT
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 130
December 5, 1995
Nike Securities L.P.
0000 Xxxxxxxxxxx Xxxx
Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Gentlemen:
1. General. We understand that you, Nike Securities
L.P. (the "Sponsor") are entering into this agreement (the
"Agreement") in counterpart with us for issues of The First
Trust Special Situations Trust, Series 130 (the "Fund"), a
unit investment trust for which you will act as Sponsor. By
acceptance of this Agreement we acknowledge that our
participation as Underwriter in the proposed offering shall
be subject to the provisions of this Agreement and, as such,
we elect to act as an underwriter ("Underwriter") of units
of fractional, undivided interests in the above referenced
Fund. The reference to "Fund" in this Agreement applies
only to such Fund, and such units of fractional undivided
interests in such Fund offered are hereinafter called the
"Units." You have advised us that the Fund is registered as
a "unit investment trust" under the Investment Company Act
of 1940 (the "1940 Act") by filing a Notification of
Registration on Form N-8A and a Registration Statement on
Form N-8B-2 with the Securities and Exchange Commission (the
"Commission").
The registration statement for the Fund as finally
amended and revised at the time it becomes effective is
herein referred to as the "Registration Statement" and the
related prospectus is herein referred to as the
"Prospectus," except that if the prospectus filed by the
Fund pursuant to Rule 497(c) under the Securities Act of
1933 (the "1933 Act") shall differ from the prospectus on
file at the time the Registration Statement shall become
effective, the term "Prospectus" shall refer to the
prospectus filed pursuant to Rule 497(c) from and after the
date on which it shall have been filed. The Units to be
offered in any offering will be registered under the 1933
Act. Capitalized words used in this Agreement which are not
separately defined herein shall have the respective meanings
given to them in the Prospectus.
2. Designation and Authority of Representative. You
are hereby authorized to act as our representative (the
"Representative") in connection with the Fund for all
matters to which this Agreement relates and to take the
action provided herein to be taken by you or as you may
otherwise deem necessary or advisable.
You will be under no liability to us for any act or
omission except for obligations expressly assumed by you
herein, and no obligations on your part will be implied or
inferred herefrom. The rights and liabilities of the
respective parties hereto are several and not joint and
nothing herein or hereunder will constitute them a
partnership, association or separate entity.
3. Profit or Loss in Acquisition of Securities. It
is understood that the acquisition of portfolio securities
(the "Securities") for deposit in the portfolio of the Fund
shall be at your cost and risk. Accordingly, if the
aggregate cost of the Securities to the Fund on the date
they are delivered to the Trustee for deposit in the Fund,
on the basis of the Trustee's determination of offering
price, shall be less than their actual aggregate acquisition
cost to the Sponsor, any such loss, without limitation or
restriction, shall be borne by you alone. If the aggregate
cost of such Securities, as so determined, shall exceed the
aggregate cost of such Securities to you as Sponsor, any
such profit, without limitation or restriction, shall be
received by you alone.
We agree that you shall have no liability (as
Representative or otherwise) with respect to the issue,
form, validity, legality, enforceability, value of, or title
to the Securities, except for the exercise of due care in
determining the genuineness of such Securities and the
conformance therefor with the descriptions and
qualifications appearing in the Prospectus.
4. Purchase of Units. Based upon representations
made by you as to the nature of the Fund, we have agreed to
participate in the offering of Units of the Fund. We will
advise you promptly as to the number of Units which we will
purchase. Such advice may be by telegraph, telegram or
other form of wire or facsimile transmission, including a
wire transfer to your account of funds for payment of Units
purchased by us. You may rely on and we hereby commit on
the terms and conditions of this Agreement to purchase and
pay for the number of Units of the Fund set forth in such
advice (the "Unit Commitment"). Our Unit Commitment may be
increased only by mutual agreement between us and you at any
time prior to the Initial Date of Deposit. We agree that
you in your sole discretion reserve the right to decrease
our Unit Commitment at any time prior to the Initial Date of
Deposit, and if you so elect to make such a decision you
will notify us of such election by telephone and promptly
confirm the same by telegraph or writing. We hereby agree
with you to purchase from you and, to pay for on the First
Settlement Date, the number of Units (the "Initial Units")
in the Fund designated for purchase on such date by our Unit
Commitment. The price to be paid on the First Settlement
Date for each such Unit shall be the Public Offering Price
per Unit, at the close of business on the Initial Date of
Deposit less the concession set forth in the Prospectus
which is applicable to the Unit Commitment, assuming for the
purposes only of the Unit Commitment that all Units
committed for are purchased on the Initial Date of Deposit.
The price we pay for the purchase of Units shall represent
the only expense for which we are responsible. All other
expenses of the Trust, to the extent not paid for by the
Trust or the Trustee, will be paid for by you.
On the Initial Date of Deposit, notwithstanding that we
pay for our Initial Units on the First Settlement Date, we
will become the owner of such Initial Units and entitled to
the benefits as well as the risks inherent therein.
You are authorized to retain custody of our Initial
Units until the Registration Statement relating thereto has
become effective under the 1933 Act.
You agree that if we commit in our Unit Commitment to
purchase $500,000 or more of the Fund, we may elect to
purchase any designated number of Units in excess of those
to be purchased pursuant to the Unit Commitment in amounts
of at least $100,000 subsequent to the Initial Date of
Deposit. You agree that we may, on the date of any
Subsequent Deposit (the "Subsequent Date of Deposit"),
purchase any amount of Units so deposited. The price to be
paid on the Settlement Date for Units purchased on each
Subsequent Date of Deposit shall be the Public Offering
Price per Unit as of the close of business on such
Subsequent Date of Deposit less the concession set forth in
the Prospectus applicable to the entire Unit Commitment.
You are authorized to file an amendment to said
Registration Statement describing the Securities and furnish
information based thereon or relating thereto and any
further amendments or supplements to the Registration
Statement or Prospectus which you may deem necessary or
advisable. We will furnish you upon your request such
information as will be required to insure that the
Registration Statement and Prospectus are current insofar as
they relate to us, and we will thereafter continue to
furnish you with such information as may be necessary to
keep current and correct the information previously
supplied.
We understand that you will cause the Fund to take
action with respect to the offering and sale of Units in
accordance with the Blue Sky or securities laws of certain
states in which it is proposed that the Units may be offered
and sold. In addition, we agree to provide sales
information to you which will contain detailed information
regarding the number of Units sold and the jurisdictions in
which such Units were sold within thirty (30) days of such
sales.
5. Public Offering. You agree that you will advise
us promptly, confirming same in writing, when the
Registration Statement has become effective, and we agree
that when we are advised that the Units are released for
public offering we will make a public offering thereof by
means of the Prospectus. The public offering price and the
terms and conditions of the public offering shall be as set
forth in the Prospectus. You shall determine the Public
Offering Price in the manner described in the Prospectus and
shall rely with respect to the offering price of the
Securities upon the determination of the Evaluator named in
the Prospectus. Public advertisement of the offering may be
made by you on behalf of us on such date as you shall
determine in such form as we may mutually agree upon.
6. Public Offering Price. We agree that each day
while this Agreement is in effect for the Fund and the
evaluation of the Fund is made by the Evaluator named in the
Prospectus, we will contact you for such evaluation and the
resultant Public Offering Price for the purpose of the
offering and sale of Units to the public. We agree, as
required by Section 22(d) of the 1940 Act, to offer and sell
our Units at the current Public Offering Price described in
the Prospectus.
7. Permitted Transactions. It is agreed that we may
make purchases and sales from or to any other dealer firm
less an agreed upon take-down from the Public Offering
Price. It is further agreed that part or all of the Units
purchased by us may be sold to dealers at the then effective
Public Offering Price, less the dealer's concession
described in the Prospectus.
From time to time prior to the termination this
Agreement, at your request, we will advise you of the number
of Units which we have purchased to such date which remain
unsold.
Until the termination of this Agreement, we agree that
we will make no purchase of Units other than (i) purchases
provided for in this Agreement; (ii) purchases approved by
you; and (iii) purchases as broker in executing unsolicited
orders.
8. Other Agreements. We hereby agree as follows:
(a) we will refund, on demand and without
deduction, all sales charges to purchasers of Units from us
or any dealer participating in the distribution of our Units
if, within 90 days from the time that the Registration
Statement of the Units under the 1933 Act shall have become
effective, (i) the net worth of the Fund shall be reduced to
less than $100,000 or (ii) the Fund shall have been
terminated;
(b) you may instruct the Trustee of the Fund
that, in the event that redemption by the Underwriter of
Units constituting part of any unsold allotment of Units
shall result in the Fund having a net worth of less than 40%
of the principal amount of Securities deposited in the Fund
on the Initial Date of Deposit, the Trustee shall terminate
the Fund in the manner provided in the Indenture for the
Fund and distribute the Securities and other assets of the
Fund pursuant to the provisions of the Indenture; and
(c) in the event that the Fund shall have been
terminated pursuant to (b) above, we will refund any sales
charges to any purchaser of Units purchased from us, or
purchased from a Dealer participating in the distribution of
our Units, on demand and without deduction. We authorize
you to charge our account for all refunds of sales charges
in respect of our Units.
9. Termination. This Agreement shall terminate with
respect to the Fund covered hereby 30 days after the period
in which the public offering of the Units of the Fund is
made in accordance with Section 5 hereof, unless sooner
terminated by you.
We agree to pay any stamp taxes which may be assessed
and paid after such settlement on account of any Units
received or sold hereunder for our account.
Notwithstanding any termination of this Agreement, no
sale of the Units of the Fund shall be made by us at any
time except in conformity with the provisions of
Section 22(d) of the 1940 Act.
10. Notices. Notices hereunder shall be deemed to
have been duly given if mailed or telegraphed to us at our
address set forth herein in the case of notices to us, or to
you at 3rd Floor, 0000 Xxxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx
00000, in the case of notices to you.
11. Net Capital. You represent that you, and we
represent that we, are in compliance with the capital
requirements of Rule 15c3-1, promulgated by the Commission
under the Securities Exchange Act of 1934, and we may, in
accordance with and pursuant to such Rule 15c3-1, agree to
purchase the amount of Units to be purchased by you and us,
respectively, under the Agreement.
12. Miscellaneous. We confirm that we are a member in
good standing of the National Association of Securities
Dealers, Inc.
We also confirm that we will take reasonable steps to
provide the Prospectus to any person making written request
therefor to us and to each person associated with us
expected to solicit customers' orders for the Units. We
understand that you will supply us upon our request with
sufficient copies of such prospectuses to comply with the
foregoing.
This Agreement is being executed by us and delivered to
you in duplicate. Upon your confirmation hereof, this
Agreement shall constitute a valid and binding contract
between us.
Very truly yours,
XXXXXX XXXXXXXXXX XXXXX INC.
______________________________
Your firm name and address are listed below in the
exact manner as they will appear in the Prospectus. Please
indicate if this is correct.
Xxxxxx Xxxxxxxxxx Xxxxx Inc.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Confirmed as of the date set forth at the head of this
Agreement.
NIKE SECURITIES L.P.
Xxxxxx Xxxxx
Senior Vice President
Acting severally on its own behalf and on behalf of the
Underwriter named in the Prospectus.
