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Exhibit 1.2
NATIONAL CITY CORPORATION
6 7/8% Subordinated Notes Due May 15, 2019
Dated: April 28, 1999
To: National City Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Re: Underwriting Agreement dated April 28, 1999.
Dear Sirs:
We (the "Underwriters") understand that National City Corporation, a
Delaware corporation (the "Company"), proposes to issue and sell $700,000,000
aggregate principal amount of its subordinated debt securities (the "Debt
Securities"). This Agreement is the Terms Agreement referred to in the
underwriting agreement, dated April 28, 1999 (the "Underwriting Agreement"), the
terms and conditions of which are incorporated herein by reference. Each of the
representations and warranties set forth in the Underwriting Agreement shall be
deemed to have been made at and as of the date of this Terms Agreement.
Capitalized terms used herein but not defined shall have the meanings ascribed
thereto in the Underwriting Agreement.
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters named below offer to purchase, severally and
not jointly, the respective amounts of Debt Securities set forth below.
Principal Amount of
Name of Underwriter Debt Securities
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▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated $350,000,000
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 87,500,000
NatCity Instruments, Inc. 87,500,000
PaineWebber Incorporated 87,500,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. 87,500,000
============
Total $700,000,000
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The Debt Securities shall have the following terms:
Title of Debt Securities: 6 7/8% Subordinated Notes due May 15, 2019
Principal amount to be issued: $700,000,000
Senior or Subordinated: Subordinated
Currency: U.S. Dollars
Current Ratings: ▇▇▇▇▇'▇ Investors Service, Inc.: A2
Standard & Poor's Ratings Services: A-
Interest rate or formula: 6 7/8% per annum
Interest payment dates: May 15 and November 15, commencing November 15, 1999
Date of Maturity: May 15, 2019
Redemption Provisions: None
Sinking Fund Requirements: None
Initial public offering price: 99.824% of the principal amount, plus accrued interest, if
any, from May 4, 1999
Underwriting Discount: .875% of the principal amount
Purchase price: 98.949% of the principal amount, plus accrued interest, if
any, from May 4, 1999 (payable in same day funds)
Listing requirement: None
Conversion provisions: None
Closing date and locations: May 4, 1999 in New York, NY
Additional representations, if any: None
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Lock-up provisions: The Company may not issue, without the consent of the
Underwriters, any other debt securities between the date
hereof and the Closing Time.
Number of Options Securities, if any: None
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(1), (2) and (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.
If the foregoing is in accordance with your understanding of the
agreement among the Underwriters and the Company, please sign and return to the
undersigned a counterpart hereof, whereupon this instrument, along with all
counterparts and together with the Underwriting Agreement, shall be a binding
agreement among the Underwriters named herein and the Company in accordance with
its terms and the terms of the Underwriting Agreement.
Very truly yours,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.
NatCity Instruments, Inc.
PaineWebber Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
By: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Authorized Signatory
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Confirmed and accepted as of the date first above written:
NATIONAL CITY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
and Treasurer
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