EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS FLOATING RATE TRUST CERTIFICATES
PPLUS TRUST SERIES JPM-1
TERMS AGREEMENT
July 29, 2004
Xxxxxxx Xxxxx Depositor, Inc.
4 World Financial Center
Xxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Ladies and Gentlemen:
We understand that Xxxxxxx Xxxxx Depositor, Inc., a Delaware corporation
(the "Company"), proposes to issue and sell 1,000,000 PPLUS Floating Rate Trust
Certificates PPLUS Trust Series JPM-1 (the "Trust Certificates") at a $25 Stated
Amount per Certificate.
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 the Trust Certificates at the purchase price
set forth below.
The Certificates shall have the following terms:
Title: PPLUS Floating Rate Trust Certificates
PPLUS Trust Series JPM-1
Ratings: "A" from Standard & Poor's
Amount: 1,000,000 Trust Certificates
Trust Certificate Denominations: Stated amount of $25.00 and integral
multiples thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Initial interest distribution amount
rate shall be determined prior to the
issuance of the trust certificates.
Thereafter, the interest distribution
amount rate will be calculated at a rate
equal to 83% of the 10 Year CMT Rate,
but in no event shall the interest
distribution amount rate be less 3.25%
or greater than 9.25%. The interest
distribution amount rate will be reset
quarterly on each distribution reset
date and will be payable on each
distribution date.
Cut-off Date: August 3, 2004
Distribution payment dates: The fifteenth day of each March, June,
September and December, 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, 2014
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: Variable Price Offering
Trust Certificate Purchase Price: $25.00 per Trust Certificate
Form: Book-entry Trust Certificates with The
Depository Trust Company, except in
certain limited circumstances.
2
Closing date and location: August 3, 2004, Shearman & Sterling LLP,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX
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3
Please accept this offer no later than 10:00 A.M. (New York City time)
on July 29, 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/Xxxxx Xxxxxxx
--------------------------
Name: Xxxxx Xxxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
