Terms Agreement for Sale of PPLUS Floating Rate Callable Trust Certificates (Series GSC-2) 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 of 1,400,000 PPLUS Floating Rate Callable Trust Certificates (Series GSC-2) at $25 per certificate. The certificates have a variable interest rate, with payments made quarterly, and mature on February 15, 2034. The agreement incorporates terms from a prior purchase agreement and specifies the purchase price, payment terms, and listing on the New York Stock Exchange. The closing is set for July 16, 2004.

EX-1.2 2 ex1-2_071904gsc2.txt TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS FLOATING RATE CALLABLE TRUST CERTIFICATES PPLUS TRUST SERIES GSC-2 TERMS AGREEMENT ------------- July 13, 2004 Merrill Lynch Depositor, Inc. 4 World Financial Center North Tower, 7th Floor New York, New York 10080 Attention: Brian Barrett Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,400,000 PPLUS Floating Rate Callable Trust Certificates PPLUS Trust Series GSC-2 (the "Trust Certificates") at a $25 Stated Amount per Certificate. 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 the Trust Certificates at the purchase price set forth below. The Certificates shall have the following terms: Title: PPLUS Floating Rate Callable Trust Certificates PPLUS Trust Series GSC-2 Ratings: "A-" from Standard & Poor's Amount: 1,400,000 Trust Certificates Trust Certificate Denominations: Stated amount of $25.00 and integral multiples thereof Currency of payment: U.S. dollars Distribution rate or formula: Initial distribution rate shall be 3.00% per annum. Thereafter, the interest distribution amount rate will be calculated according to three-month USD LIBOR plus 0.85%, but in no event shall the interest distribution amount rate be less 3.00% or greater than 8.00%. The interest distribution amount rate will be reset quarterly on each distribution reset date and will be payable on each distribution date. Cut-off Date: July 16, 2004 Distribution payment dates: February 15, May 15, August 15 and November 15, commencing August 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: February 15, 2034 Sinking fund requirements: None Conversion provisions: None Listing requirements: Listed on the New York Stock Exchange Black-out provisions: None Fixed or Variable Price Offering: Variable Price Offering Trust Certificate Purchase Price: $25.00 per Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances. 2 Closing date and location: July 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 July 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/ Brian Barrett ----------------------------- Name: Brian Barrett Title: President [TERMS AGREEMENT SIGNATURE PAGE]