EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 6.00 % TRUST CERTIFICATES SERIES GSC-3
PPLUS CLASS B 0.345 % TRUST CERTIFICATES SERIES GSC-3
TERMS AGREEMENT
November 17, 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 4,000,000 PPLUS Class A
6.00% Trust Certificates Series GSC-3 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 4,000,000 PPLUS Class B 0.345%
Trust Certificates Series GSC-3 (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-3, 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: 4,000,000 Class A Trust
Certificates
4,000,000 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 6.00% 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 0.345% per annum
through February 15, 2034, unless
the Class B Trust Certificates
are redeemed or called prior to
such date.
Cut-off Date November 26, 2004
Distribution payment dates: February 15 and August 15,
commencing February 15, 2005.
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
2
Class A Trust Certificate Purchase Price: $25.00 per Class A Trust
Certificate
Class B Trust Certificate Purchase Price: $1.08 per Class B Trust
Certificate
Form: Book-entry Trust Certificates
with The Depository Trust
Company, except in certain
limited circumstances
Closing date and location November 26, 2004, Shearman &
Sterling LLP, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
3
Please accept this offer no later than 12:00 P.M. (New York City time)
on November 17th, 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 Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
