Exhibit 1.1
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 6.7% CALLABLE TRUST CERTIFICATES SERIES LTD-1
TERMS AGREEMENT
March 31, 2006
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 1,000,000 PPLUS Class A
6.7% Callable Trust Certificates Series LTD-1 (the "Class A Certificates") at a
$25 Stated Amount per Class A Trust Certificate (the "Underwritten Securities").
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 we offer to
purchase the Underwritten Securities at the purchase price set forth below. The
Underwritten Securities shall have the following terms:
Title: PPLUS Class A Callable Trust Certificates Series LTD-1
Ratings: "Baa2" with negative outlook from Standard & Poor's, and
"BBB" from Moody's
Amount: 1,000,000 Class A Trust Certificates
Class A Trust Certificate Denominations: Stated 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 6.7% per annum through March 1, 2033,
unless the Class A Trust Certificates are redeemed or
called prior to such date.
Cut-off Date: April 7, 2006
Distribution payment dates: March 1 and September 1, commencing September 1, 2006.
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.
2
Stated maturity date: March 1, 2033
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
Form: Book-entry Trust Certificates with The Depository Trust
Company, except in certain limited circumstances
Closing date and location: April 7, 2006, 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 April 7, 2006 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 Xxxxxx
------------------------
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
