EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS B 0.325% CALLABLE TRUST CERTIFICATES SERIES GSC-4
TERMS AGREEMENT
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March 17, 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 1,080,000 PPLUS Class B 0.325%
Callable Trust Certificates Series GSC-4 (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 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 B Callable Trust Certificates
Series GSC-4
Ratings: "A-" from Standard & Poor's, and
"A1" from Moody's
Amount: 1,080,000 Class B Trust Certificates
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 B Trust Certificates will be
entitled to distributions at 0.325 per annum
through February 15, 2034, unless the Class B
Trust Certificates are redeemed or called prior to
such date.
Cut-off Date: March 17, 2006
Distribution payment dates: February 15 and August 15, commencing August
15, 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.
Stated maturity date: February 15, 2034
Sinking fund requirements: None
Conversion provisions: None
2
Listing requirements: Class B Trust Certificates will not be listed on
any stock exchange
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
Class B Trust Certificate Purchase Price: $0.90 per Class B Trust Certificate
Form: Book-entry Trust Certificates with The
Depository Trust Company, except in certain
limited circumstances
Closing date and location: March 17, 2006, Shearman & Sterling LLP, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX
Class A Trust Certificates: 1,080,000 PPLUS Class A 0.345% Callable
Trust Certificates Series GSC-4 (the "Class B
Certificates") at a $25 Stated Amount per Class
B Trust Certificate
3
EXECUTION COPY
Please accept this offer no later than 12:00 P.M. (New York City time) on
March __, 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
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Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
