XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 6.25% TRUST CERTIFICATES SERIES CMT-1
PPLUS CLASS B 0.80% TRUST CERTIFICATES SERIES CMT-1
TERMS AGREEMENT
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April 13, 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 1,400,000 PPLUS Class A
6.25% Trust Certificates Series CMT-1 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 1,400,000 PPLUS Class B 0.80%
Trust Certificates Series CMT-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 CMT-1, 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 $25.00 and integral multiples thereof
Class B Trust Certificate Denominations: Notional principal amount of $25.00 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 6.25% per annum through March 15, 2033,
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 0.80% per annum through March 15, 2033,
unless the Class B Trust Certificates are redeemed or
called prior to such date.
Cut-off Date April 16, 2004
Distribution payment dates: March 15 and September 15, commencing September 15, 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: March 15, 2033
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Class A listed on the New York Stock Exchange
Black-out provisions: None
2
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: $2.275 per Class B Trust Certificate
Form: Book-entry Trust Certificates with The Depository Trust
Company, except in certain limited circumstances
Closing date and location April 16, 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 April 13, 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]
