EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS 7.00 % TRUST CERTIFICATES SERIES SPR-1
SUPPLEMENTAL TERMS AGREEMENT
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December 9, 2003
To: Xxxxxxx Xxxxx Depositor, Inc.
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxx
Ladies and Gentlemen:
We understand that Xxxxxxx Xxxxx Depositor, Inc., a Delaware
corporation (the "Company"), has issued and sold 1,000,600 PPLUS 7.00% Trust
Certificates Series SPR-1 (the "Certificates") at a $25 Stated Amount per
Certificate (the "Underwritten Securities"). We further understand that the
Company proposes to issue and sell 700,000 additional Certificates.
Subject to the terms and conditions set forth below and subject to the
terms of the Purchase Agreement which are incorporated by reference herein, we
offer to purchase the principal amount of additional Underwritten Securities at
the purchase price set forth below.
The additional Underwritten Securities shall have the following terms:
Title: PPLUS 7.00% Trust Certificates Series SPR-1 (Trust Certificates)
Ratings: BBB- from Standard & Poor's and Baa3 from Moody's
Amount: $17,500,000 Trust Certificates
Trust Certificate Denominations: stated amount of $25 and integral multiples
thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Trust Certificates will be entitled to
distributions at 7.00% per annum through November 15, 2028, unless the Trust
Certificates are redeemed or called prior to such date.
Cut-off Date: November 28, 2003
Distribution payment dates: May 15 and November 15, commencing May 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: November 15, 2028
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Trust Certificates listed on the New York Stock Exchange
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
Trust Certificate Purchase Price: $25 per Trust Certificate
Form: Book-entry Trust Certificates with The Depository Trust Company, except in
certain limited circumstances
Closing date and location: December 12, 2003, Shearman & Sterling LLP, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
2
Please accept this offer no later than 10:00 A.M. (Eastern Standard
Time) on December 9, 2003 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/ Xxxxx X. Xxxxxxxxxxx
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Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
