Terms Agreement for Sale of PPLUS Trust Certificates Series CMT-1 between Merrill Lynch Depositor, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

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Summary

This agreement is between Merrill Lynch Depositor, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated for the sale and purchase of 1,400,000 Class A and 1,400,000 Class B PPLUS Trust Certificates Series CMT-1. Class A certificates offer a 6.25% annual distribution, and Class B certificates offer 0.80%, both maturing on March 15, 2033. The agreement sets the purchase prices, payment terms, and other key conditions for the transaction. The closing is scheduled for April 16, 2004.

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EX-1.2 3 ex1-2_041504cmt1classb.txt TERMS AGREEMENT MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS A 6.25% TRUST CERTIFICATES SERIES CMT-1 PPLUS CLASS B 0.80% TRUST CERTIFICATES SERIES CMT-1 TERMS AGREEMENT --------------- April 13, 2004 Merrill Lynch Depositor, Inc. 4 World Financial Center North Tower, 7th Floor New York, New York 10080 Attention: Michael F. Connor Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,400,000 PPLUS Class A 6.25% Trust Certificates Series CMT-1 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 1,400,000 PPLUS Class B 0.80% Trust Certificates Series CMT-1 (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"). 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 Underwritten Securities at the purchase price set forth below. The Underwritten Securities shall have the following terms:
Title: PPLUS Trust Certificates Series CMT-1, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: BBB from Standard & Poor's, and Baa3 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 $25.00 and integral multiples thereof Class B Trust Certificate Denominations: Notional principal amount of $25.00 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 6.25% per annum through March 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 0.80% per annum through March 15, 2033, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date April 16, 2004 Distribution payment dates: March 15 and September 15, 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, 2033 Sinking fund requirements: None Conversion provisions: None Listing requirements: Class A listed on the New York Stock Exchange Black-out provisions: None
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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: $2.275 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location April 16, 2004, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY
3 Please accept this offer no later than 10:00 A.M. (New York City time) on April 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, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Michael F. Connor ------------------------------------ Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By: /s/ Michael F. Connor ------------------------------------- Name: Michael F. Connor Title: President [TERMS AGREEMENT SIGNATURE PAGE]