EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS CLASS A 5.75% TRUST CERTIFICATES SERIES GSG-2
PPLUS CLASS B 0.375% TRUST CERTIFICATES SERIES GSG-2
TERMS AGREEMENT
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July 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 1,400,000 PPLUS Class A
5.75% Trust Certificates Series GSG-2 (the "Class A Certificates") at a $25
Stated Amount per Class A Trust Certificate and 1,400,000 PPLUS Class B 0.375%
Trust Certificates Series GSG-2 (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 GSG-2, offered in two classes (Class A
Trust Certificates and Class B Trust Certificates)
Ratings: A+ from Standard & Poor's and Aa3 from Moody's
Amount: 1,400,000 Class A Trust Certificates
1,400,000 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 5.75% per annum through February 15, 2033, 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
0.375% per annum through February 15, 2033, unless the Class B Trust
Certificates are redeemed or called prior to such date.
Cut-off Date: July 30, 2003
Distribution payment dates: February 15 and August 15, commencing August 15,
2003
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, 2033
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: $1.1225 per Class B Trust Certificate
Form: Book-entry Trust Certificates with The Depository Trust Company, except in
certain limited circumstances
Closing date and location: July 30, 2003, Shearman & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
2
Please accept this offer no later than 10:00 A.M. (New York City time)
on July 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
________________________
Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By /s/ Xxxxx X. Xxxxxxxxxxx
___________________________
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
