Supplemental Terms Agreement for PPLUS 7.00% Trust Certificates Series SPR-1 between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc.

Summary

This agreement is between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc. It sets the terms for the purchase of 700,000 additional PPLUS 7.00% Trust Certificates Series SPR-1 at $25 each. The certificates pay 7% annual distributions until November 15, 2028, unless redeemed earlier, and are listed on the New York Stock Exchange. The agreement specifies payment, record dates, and other key terms, and requires acceptance by a set deadline.

EX-1.2 3 ex1-2.txt SUPPLEMENTAL TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS 7.00 % TRUST CERTIFICATES SERIES SPR-1 SUPPLEMENTAL TERMS AGREEMENT ---------------------------- December 9, 2003 To: Merrill Lynch Depositor, Inc. World Financial Center North Tower New York, New York 10281 Attention: Barry N. Finkelstein Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), has issued and sold 1,000,600 PPLUS 7.00% Trust Certificates Series SPR-1 (the "Certificates") at a $25 Stated Amount per Certificate (the "Underwritten Securities"). We further understand that the Company proposes to issue and sell 700,000 additional Certificates. 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 additional Underwritten Securities at the purchase price set forth below. The additional Underwritten Securities shall have the following terms: Title: PPLUS 7.00% Trust Certificates Series SPR-1 (Trust Certificates) Ratings: BBB- from Standard & Poor's and Baa3 from Moody's Amount: $17,500,000 Trust Certificates Trust Certificate Denominations: stated amount of $25 and integral multiples thereof Currency of payment: U.S. dollars Distribution rate or formula: Holders of Trust Certificates will be entitled to distributions at 7.00% per annum through November 15, 2028, unless the Trust Certificates are redeemed or called prior to such date. Cut-off Date: November 28, 2003 Distribution payment dates: May 15 and November 15, commencing May 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: November 15, 2028 Sinking fund requirements: None Conversion provisions: None Listing requirements: Trust Certificates listed on the New York Stock Exchange Black-out provisions: None Fixed or Variable Price Offering: Fixed Price Offering Trust Certificate Purchase Price: $25 per Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: December 12, 2003, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 2 Please accept this offer no later than 10:00 A.M. (Eastern Standard Time) on December 9, 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, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Barry N. Finkelstein --------------------------- Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By /s/ Barry N. Finkelstein -------------------------- Name: Barry N. Finkelstein Title: President