Exhibit 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PREFERREDPLUS 7.35% TRUST CERTIFICATES SERIES ATT-1
TERMS AGREEMENT
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May 23, 2001
To: Xxxxxxx Xxxxx Depositor, Inc.
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxx
Ladies and Gentlemen:
We understand that Xxxxxxx Xxxxx Depositor, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell 1,414,960 PreferredPLUS
7.35% Trust Certificates Series ATT-1 at a $25 Stated Amount per Trust
Certificate (the "Underwritten Securities").
Subject to the terms and conditions set forth below and subject to the
terms of the Purchase Agreement which are incorporated by reference herein, we
offer to purchase the principal amount of Underwritten Securities at the
purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title: PreferredPLUS 7.35% Trust Certificates Series ATT-1
Ratings: A from Standard & Poor's and A2 from Moody's
Amount: 1,414,960 Trust Certificates
Denominations: $25 and integral multiples thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Trust Certificates will be entitled to
distributions at 7.35% per annum through March 15, 2029,
unless the Trust Certificates are called prior to such date.
Cut-off Date: May 23, 2001
Distribution payment dates: September 15 and March 15, commencing September 15,
2001
Regular record dates: As long as the Underlying Securities are represented
by one or more global certificated securities, the record day
will be the close of business on the Business Day prior to the
relevant distribution payment dates, unless a different record
date is established for the Underlying Securities. If the
Underlying Securities are no longer represented by one or more
global certificated securities, the distribution payment date
will be at least one Business Day prior to the relevant
distribution payment dates.
Stated maturity date: March 15, 2029
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Listed on the New York Stock Exchange
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
Purchase price: $25 per Trust Certificate
Form: Book-entry Trust Certificates with The Depository Trust Company, except
in certain limited circumstances
Closing date and location: May 23, 2001, Shearman & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
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Please accept this offer no later than 10:00 A.M. (New York City time)
on May 23, 2001 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By /s/ Xxxxx X. Xxxxxxxxxxx
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Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
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