EXHIBIT 1.2
[FORM OF TERMS AGREEMENT FOR DEBT SECURITIES]
CREDIT SUISSE FIRST BOSTON (USA), INC.
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
______________, 20__
To: The [Representative[s] of the] Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named [in
Schedule A hereto] [below] for their respective accounts, on and subject to the
terms and conditions of the Underwriting Agreement filed as an exhibit to the
Company's registration statement on Form S-3 (No. 333-________) ("UNDERWRITING
AGREEMENT"), the following securities ("OFFERED SECURITIES") on the following
terms:
TITLE: [__%] [Floating Rate] [Notes] [Debentures] [Bonds] Due
____________.
PRINCIPAL AMOUNT: $___________.
INTEREST: [__% per annum, from ___________, 20__, payable semiannually on
_______ and ________, commencing _________, 20__, to holders of record on the
preceding _________ or __________, as the case may be.] [Zero coupon.]
MATURITY: __________, 20__.
OPTIONAL REDEMPTION:
SINKING FUND:
LISTING: [None.] [________ Stock Exchange.] [The Nasdaq Stock Market
Inc.'s National Market.]
DELAYED DELIVERY CONTRACTS: [None.] [Delivery Date[s] shall be __________,
20__. Underwriters' fee is __% of the principal amount of the Contract
Securities.]
PURCHASE PRICE: __% of principal amount, plus accrued interest[, if any,]
from __________, 20__.
EXPECTED REOFFERING PRICE: % of principal amount, subject to change by
the [Representative[s] [Underwriters].
CLOSING: __ A.M. on , ___________, 20__, at __________, in Federal (same
day) funds.
SETTLEMENT AND TRADING: [Physical certificated form.] [Book-Entry Only via
DTC.]
BLACKOUT: Until __ days after the Closing Date.
[NAME[S] AND ADDRESS[ES] OF THE [REPRESENTATIVE[S]] [UNDERWRITER[S]]:]
The respective principal amounts of the Offered 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.
The Offered Securities will be made available for checking and packaging
at the office of _________________ at least 24 hours prior to the Closing Date.
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 (i) the following information in the Prospectus furnished
on behalf of each Underwriter: the concession and reallowance figures appearing
in the paragraph under the caption "Underwriting" in the prospectus supplement;
and (ii) the following information in the prospectus supplement furnished on
behalf of [name of Underwriter]: [insert additional information furnished on
behalf of such Underwriter] 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.
Very truly yours,
CREDIT SUISSE FIRST BOSTON (USA), INC.
By
----------------------------------
[INSERT TITLE]
The foregoing Terms Agreement is hereby
confirmed and accepted as of the date
first above written.
Credit Suisse First Boston Corporation
By
--------------------------------
[INSERT TITLE]
[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............. $____________
-------------
Total.................................... $
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