EXHIBIT 1.2
UNITED COMPANIES FINANCIAL CORPORATION
(a Louisiana corporation)
$150,000,000
Debt Securities
TERMS AGREEMENT
June 17, 1997
To: United Companies Financial Corporation
4041 Essen Lane
Baton Rouge, Louisiana 70809
Dear Sirs:
Reference is made to the United Companies Financial Corporation Securities
Underwriting Agreement-Basic Provisions dated February 19, 1997 (the
"Underwriting Agreement"). This Agreement is the Terms Agreement referred to in
the Underwriting Agreement. We offer to purchase, on and subject to the terms
and conditions of the Underwriting Agreement, the following securities
("Securities") on the following terms:
Title: 8 3/8% Subordinated Notes due 2005
Principal amount to be $150,000,000
issued:
Date of maturity: July 1, 2005
Interest rate: 8 3/8%
Interest payment dates: January 1 and July 1 of each year,
commencing January 1, 1998.
Public offering price: 99.403%, plus accrued interest, if
any, from June 20, 1997.
Purchase price: 97.903%, plus accrued interest,
if any, from June 20, 1997 (payable
by wire transfer in same-day federal
funds to an account or accounts to
be specified by the Company).
Underwriting commission: 1.50%
Redemption provisions: The Notes are not redeemable prior to
maturity.
Indenture provisions: As described in the Subordinated
Indenture dated as of February 19,
1997, between the Company
and The Bank of New York,
as Trustee, as supplemented
by the First Supplemental
Indenture, dated as of June
20, 1997.
Conversion or exchange None.
provisions:
Delayed delivery None.
contracts:
Trading restrictions: As described in Section 3(e) of the
Underwriting Agreement.
Closing date and June 20, 1997, 9:00 A.M.
location: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Additional underwriter: Salomon Brothers Inc
Notices to underwriters: Notices to the Underwriters shall be
directed to:
Merrill Lynch & Co., Inc.
World Financial Center
North Tower -- 30th Floor
New York, NY 10281-1330
Attention of Mal Durkee
with copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attention of Peter J. Gordon
Option securities: None.
Other terms: The Company will reimburse the
Underwriters up to an aggregate amount
of $100,000, pursuant to Section 4 of
the Underwriting Agreement, if the
Underwriting Agreement is terminated
in accordance with the provisions of
Section 5 or 9(a)(i) thereto.
Section (1)(xiv)(B) of the
Underwriting Agreement
shall be amended by
deleting the phrase "other
than in the ordinary course
of business" therefrom.
The Company represents and warrants to each of us that the representations
and warranties of the Company set forth in Section 1 of the Underwriting
Agreement are accurate as though expressly made at and as of the date hereof.
All of the provisions contained in the Underwriting Agreement, a copy of which
is attached hereto as Annex A, are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined.
As contemplated by Section 2 of the Underwriting Agreement, attached as
Schedule A hereto is a completed list of our respective underwriting
commitments, which shall be a part of this Agreement and the Underwriting
Agreement.
This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law principles thereof.
If the foregoing is in accordance with your understanding of the agreement
between the Underwriters and you, please sign and return to the Underwriters a
counterpart hereof, whereupon this instrument along with all counterparts and
together with the Underwriting Agreement shall be a binding agreement between
the Underwriters and you in accordance with its terms and the terms of the
Underwriting Agreement.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED (for itself as Underwriter
and as Representative of the Underwriters)
By: /s/ G. Malpass Durkee
Name:G. Malpass Durkee
Title:Vice President
Confirmed and accepted as of the date first above written:
UNITED COMPANIES
FINANCIAL CORPORATION
By:/s/ John D. Dienes
Name:John D. Dienes
Title:President & Chief
Operating Officer
SCHEDULE A
PRINCIPAL AMOUNT
OF DEBT SECURITIES
UNDERWRITER TO BE PURCHASED
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $ 75,000,000
Salomon Brothers Inc 75,000,000
Total $150,000,000