EXHIBIT 1.2
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PPLUS FLOATING RATE CALLABLE TRUST CERTIFICATES
PPLUS TRUST SERIES GSC-2
TERMS AGREEMENT
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July 13, 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 1,400,000 PPLUS Floating
Rate Callable Trust Certificates PPLUS Trust Series GSC-2 (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 Callable Trust
Certificates PPLUS Trust Series GSC-2
Ratings: "A-" from Standard & Poor's
Amount: 1,400,000 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 distribution rate shall be 3.00% per
annum. Thereafter, the interest distribution
amount rate will be calculated according to
three-month USD LIBOR plus 0.85%, but in no
event shall the interest distribution amount
rate be less 3.00% or greater than 8.00%.
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: July 16, 2004
Distribution payment dates: February 15, May 15, August 15 and November
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: 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: July 16, 2004, Shearman & Sterling LLP, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX
3
Please accept this offer no later than 10:00 A.M. (New York
City time) on July 13, 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
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Authorized Signatory
Accepted:
XXXXXXX XXXXX DEPOSITOR, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]
