EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS 7.00% TRUST CERTIFICATES SERIES SPR-1
TERMS AGREEMENT
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November 25, 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"), proposes to issue and sell 1,000,600 PPLUS 7.00%
Trust Certificates Series SPR-1 at a $25 Stated Amount per Trust Certificate
(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 7.00% Trust Certificates Series SPR-1
Ratings: BBB- from Standard & Poor's and Baa3 from Moody's
Amount: 1,000,600 Trust Certificates
Denominations: $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: Listed on the New York Stock Exchange
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
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: November 28, 2003, Shearman & Sterling LLP, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
2
Please accept this offer no later than 10:00 A.M. (New York City time)
on November 25, 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
