EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 7.25% TRUST CERTIFICATES SERIES DCNA-1
PPLUS CLASS B 1.25% TRUST CERTIFICATES SERIES DCNA-1
TERMS AGREEMENT
May 25, 2004
Xxxxxxx Xxxxx Depositor, Inc.
4 World Financial Center
Xxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Ladies and Gentlemen:
We understand that Xxxxxxx Xxxxx Depositor, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell 1,200,000 PPLUS Class A
7.25% Trust Certificates Series DCNA-1 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 1,200,000 PPLUS Class B 1.25%
Trust Certificates Series DCNA-1 (the "Class B Certificates") with a notional
principal amount of $25 per Class B Certificate, (the Class A Certificates and
Class B Certificates collectively, the "Underwritten Securities").
Reference is made to the purchase agreement dated February 9, 1998 (the
"Standard Purchase Agreement") between you and the undersigned. Subject to the
terms and conditions set forth below and subject to the terms of the Standard
Purchase Agreement which terms 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: PPLUS Trust Certificates Series DCNA-1,
offered in two classes (Class A Trust
Certificates and Class B Trust Certificates)
Ratings: "BBB" from Standard & Poor's, and
"A3" from Moody's
Amount: 1,200,000 Class A Trust Certificates
1,200,000 Class B Trust Certificates
Class A Trust Certificate Stated amount of $25.00 and integral
Denominations: multiples thereof
Class B Trust Certificate Notional principal amount of $25 and integral
Denominations: multiples thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Class A Trust Certificates will be
entitled to distributions at 7.25% per annum
through January 18, 2031, unless the Class A
Trust Certificates are redeemed or called
prior to such date.
Holders of Class B Trust Certificates will be
entitled to distributions at 1.25% per annum
through January 18, 2031, unless the Class B
Trust Certificates are redeemed or called
prior to such date.
Cut-off Date: May 28, 2004
Distribution payment dates: July 18 and January 18, commencing July 18,
2004.
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: January 18, 2031
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Class A listed on the New York Stock Exchange
Black-out provisions: None
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Fixed or Variable Price Offering: Fixed Price Offering
Class A Trust Certificate
Purchase Price: $25.00 per Class A Trust Certificate
Class B Trust Certificate
Purchase Price: $3.325 per Class B Trust Certificate
Form: Book-entry Trust Certificates with The
Depository Trust Company, except in certain
limited circumstances
Closing date and location: May 28, 2004, Shearman & Sterling LLP, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX
3
Please accept this offer no later than 10:00 A.M. (New York City time)
on May 25, 2004 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/ Xxxxxxx X. Xxxxxx
----------------------------------
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
