EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 6.25% TRUST CERTIFICATES SERIES GSC-1
PPLUS CLASS B 0.095% TRUST CERTIFICATES SERIES GSC-1
TERMS AGREEMENT
April 21, 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 2,000,000 PPLUS Class A
6.25% Trust Certificates Series GSC-1 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 2,000,000 PPLUS Class B 0.095%
Trust Certificates Series GSC-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").
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 Underwritten Securities at the
purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title: PPLUS Trust Certificates Series
GSC-1, offered in two classes (Class
A Trust Certificates and Class B
Trust Certificates)
Ratings: A- from Standard & Poor's, and
A1 from Moody's
Amount: 2,000,000 Class A Trust Certificates
2,000,000 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
6.25% per annum through February 15,
2034, 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
0.095% per annum through February 15,
2034, unless the Class B Trust
Certificates are redeemed or called
prior to such date.
Cut-off Date April 26, 2004
Distribution payment dates: February 15 and August 15, commencing
August 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: February 15, 2034
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: $25.00 per Class A Trust Certificate
Class B Trust Certificate Purchase Price: $0.2875 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 26, 2004, Shearman & Sterling
LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx
Please accept this offer no later than 10:00 A.M. (New York City
time) on April 21, 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
