Exhibit 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 6.70% TRUST CERTIFICATES SERIES LMG-4
PPLUS CLASS B 1.55% TRUST CERTIFICATES SERIES LMG-4
TERMS AGREEMENT
January 14, 2005
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 1,400,000 PPLUS Class A
6.70% Trust Certificates Series LMG-4 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 1,400,000 PPLUS Class B 1.55%
Trust Certificates Series LMG-4 (the "Class B Certificates" and together with
the Class A Certificates, collectively, the "Underwritten Securities") with a
notional principal amount of $25 per Class B Certificate.
Reference is made to the purchase agreement dated February 9, 1998 (the
"Standard Purchase Agreement") between Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and the undersigned.
By signing this agreement you hereby agree as follows:
1. All references in the Standard Purchase Agreement to "STEERS Trust
Certificates" shall be deemed to be references to "PPLUS Trust Certificates".
2. All references in the Standard Purchase Agreement to "Standard
Terms" shall be deemed to be references to the Standard Terms for Trust
Agreements, dated as of November 5, 2004, between the Company and the
Trustee.
3. All references in the Standard Purchase Agreement to "Registration
Statement" shall be deemed to be references to the registration statement on
Form S-3 (No. 333-116208) as declared effective by the Securities and
Exchange Commission on September 28, 2004.
4. All references in the Standard Purchase Agreement to "Securities"
shall be deemed to be references to up to $1,750,000,000 aggregate initial
public offering price of the Company's PPLUS Trust Certificates.
Subject to (i) the terms and conditions set forth below, (ii) the terms
of the Standard Purchase Agreement which terms are incorporated by reference
herein and (iii) your agreement to items 1 through 4 above, the underwriters
named in Schedule 1 hereto (the "Underwriters") offer to purchase, severally and
not jointly, the amount of Underwritten Securities opposite their names set
forth in Schedule 1 hereto at the purchase price forth below. Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated shall act as representative to the
Underwriters. The Underwritten Securities shall have the following terms:
Title: PPLUS Trust Certificates Series
LMG-4, offered in two classes (Class
A Trust Certificates and Class B
Trust Certificates)
Ratings: "BBB-" from Standard & Poor's, and
"Baa3" from Moody's
Amount: 1,400,000 Class A Trust Certificates
1,400,000 Class B Trust Certificates
Class A Trust Certificate Denominations: Stated amount of $25 and integral
multiples thereof
Class B Trust Certificate Denominations: Notional principal amount of $25 and
integral multiples thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Class A Trust Certificates
will be entitled to distributions at
6.70% per annum through February 1,
2030, 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
1.55% per annum through February 1,
2030, unless the Class B Trust
Certificates are redeemed or called
prior to such date.
Cut-off Date: January 25, 2005
Distribution payment dates: February 1 and August 1, commencing
February 1, 2005.
2
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: February 1, 2030
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Class A Trust Certificates listed on
the New York Stock Exchange
Black-out provisions: None
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: $4.125 per Class B Trust Certificate
Form: Book-entry Trust Certificates with
The Depository Trust Company, except
in certain limited circumstances
Closing date and location: January 25, 2005, Shearman & Sterling
LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
XX
3
Please accept this offer no later than 12:00 P.M. (New York City time)
on January 14, 2005 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, as Representative
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
Schedule 1
PPLUS Class A 6.70% Trust PLUS Class B 1.55% Trust
Underwriter Certificates Series LMG-4 Certificates Series LMG-4
----------- ------------------------- -------------------------
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated 955,000 1,400,000
RBC Xxxx Xxxxxxxx Inc. 300,000 -
Xxxxx Xxxxxxx & Co 145,000 -
------------------------- -------------------------
Total 1,400,000 1,400,000
