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.
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:
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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]