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

Summary

This agreement is between Merrill Lynch Depositor, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated for the sale and purchase of PreferredPLUS Trust Certificates Series ALL-1, offered in two classes (Class A and Class B). The agreement sets out the terms, including the number of certificates, purchase prices, interest rates, payment dates, and maturity date of February 3, 2027. The certificates will be listed on the NYSE, and the transaction will close on December 20, 2001. There are no sinking fund or conversion provisions.

EX-1.2 3 ex1-2_122101all1a.txt TERMS AGREEMENT Exhibit 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PREFERREDPLUS CLASS A 8.00% TRUST CERTIFICATES SERIES ALL-1 PREFERREDPLUS CLASS B 0.207% TRUST CERTIFICATES SERIES ALL-1 TERMS AGREEMENT --------------- December 17, 2001 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"), proposes to issue and sell 1,944,800 PreferredPLUS Class A 8.00% Trust Certificates Series ALL-1 (the "Class A Certificates") with a $25 Stated Amount per Class A Certificate and 1,944,800 PreferredPLUS Class B 0.207% Trust Certificates Series ALL-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"). 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: PreferredPLUS Trust Certificates Series ALL-1, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: BBB from Standard & Poor's and A3 from Moody's Amount: 1,944,800 Class A Trust Certificates 1,944,800 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 8.00% per annum through February 3, 2027, 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 0.207% per annum through February 3, 2027, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: December 20, 2001 Distribution payment date: February 15 and August 15, commencing February 15, 2002 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 3, 2027 Sinking fund requirements: None Conversion provisions: None Listing requirements: Class A Certificates 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 per Class A Trust Certificate Class B Trust Certificate purchase price: $0.475 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: December 20, 2001, Shearman & Sterling, 599 Lexington Avenue, New York, New York 2 Please accept this offer no later than 10:00 A.M. (New York City time) on December 17, 2001 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