Terms Agreement for Sale of PPLUS Trust Certificates Series CSF-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 1,200,000 Class A and 1,200,000 Class B PPLUS Trust Certificates Series CSF-1. Class A certificates have a 6.25% annual distribution rate, and Class B certificates have a 0.875% rate, both maturing on July 15, 2032. The agreement sets the purchase prices, payment terms, and other key conditions. The transaction is set to close on August 22, 2003, and the Class A certificates will be listed on the New York Stock Exchange.

EX-1.2 3 ex1-2_082608classb.txt TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS A 6.25% TRUST CERTIFICATES SERIES CSF-1 PPLUS CLASS B 0.875% TRUST CERTIFICATES SERIES CSF-1 TERMS AGREEMENT August 19, 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"), proposes to issue and sell 1,200,000 PPLUS Class A 6.25% Trust Certificates Series CSF-1 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 1,200,000 PPLUS Class B 0.875% Trust Certificates Series CSF-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: PPLUS Trust Certificates Series CSF-1, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: A+ from Standard & Poor's and Aa3 from Moody's Amount: 1,200,000 Class A Trust Certificates 1,200,000 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 6.25% per annum through July 15, 2032, 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 0.875% per annum through July 15, 2032, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: August 22, 2003 Distribution payment dates: January 15 and July 15, commencing January 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: July 15, 2032 Sinking fund requirements: None Conversion provisions: None Listing requirements: Class A 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: $25.00 per Class A Trust Certificate Class B Trust Certificate Purchase Price: $2.4725 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: August 22, 2003, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 2 Please accept this offer no later than 10:00 A.M. (New York City time) on August19, 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