XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 7.00% TRUST CERTIFICATES SERIES LMG-3
PPLUS CLASS B 1.25% TRUST CERTIFICATES SERIES LMG-3
TERMS AGREEMENT
August 19, 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 1,222,000 PPLUS Class A
7.00% Trust Certificates Series LMG-3 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 1,222,000 PPLUS Class B 1.25%
Trust Certificates Series LMG-3 (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 LMG-3, 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: 1,222,000 Class A Trust Certificates
1,222,000 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 7.00% per annum
through February, 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 1.25% per annum
through February, 2030, unless the Class B Trust
Certificates are redeemed or called prior to such
date.
Cut-off Date: August 24, 2004
Distribution payment dates: February 1 and August 1, commencing February
1, 2005.
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 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 per Class A Trust Certificate
Class B Trust Certificate Purchase Price: $3.3375 per Class B Trust Certificate
Form: Book-entry Trust Certificates with The
Depository Trust Company, except in certain
limited circumstances
Closing date and location: August 24, 2004, Shearman & Sterling LLP, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX
Please accept this offer no later than 10:00 A.M. (New York
City time) on August 19, 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/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: President
