Terms Agreement for PPLUS Trust Certificates Series GSC-3 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 4,000,000 Class A and 4,000,000 Class B PPLUS Trust Certificates Series GSC-3. The certificates have fixed interest rates and mature on February 15, 2034. Class A certificates are listed on the NYSE, and payments are made semi-annually. The agreement sets the purchase price, payment terms, and other key conditions for the transaction.

EX-1.2 2 ex1-2_112304gsc3.txt TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS A 6.00 % TRUST CERTIFICATES SERIES GSC-3 PPLUS CLASS B 0.345 % TRUST CERTIFICATES SERIES GSC-3 TERMS AGREEMENT November 17, 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 4,000,000 PPLUS Class A 6.00% Trust Certificates Series GSC-3 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 4,000,000 PPLUS Class B 0.345% Trust Certificates Series GSC-3 (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 GSC-3, offered in two classes (Class A Trust Certificates and Class B Trust Certificates). Ratings: "A-" from Standard & Poor's, and "A1" from Moody's Amount: 4,000,000 Class A Trust Certificates 4,000,000 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 6.00% per annum through February 15, 2034, 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 0.345% per annum through February 15, 2034, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date November 26, 2004 Distribution payment dates: February 15 and August 15, commencing February 15, 2005. 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: Class A listed on the New York Stock Exchange Black-out provisions: None Fixed or Variable Price Offering: Fixed Price Offering 2 Class A Trust Certificate Purchase Price: $25.00 per Class A Trust Certificate Class B Trust Certificate Purchase Price: $1.08 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location November 26, 2004, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 3 Please accept this offer no later than 12:00 P.M. (New York City time) on November 17th, 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/ Stephan Kuppenheimer ------------------------------------- Name: Stephan Kuppenheimer Title: President [TERMS AGREEMENT SIGNATURE PAGE]