Terms Agreement for PPLUS Class B 0.325% Callable Trust Certificates Series GSC-4 between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc.

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Summary

This agreement is between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc. It sets the terms for the purchase and sale of 1,080,000 PPLUS Class B 0.325% Callable Trust Certificates Series GSC-4, each with a notional principal amount of $25. The certificates pay 0.325% per year until February 15, 2034, unless redeemed earlier. The agreement outlines payment, maturity, and other key terms, and must be accepted by the specified deadline to be valid.

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EX-1.2 3 ex1-2_032106.txt CLASS B TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS B 0.325% CALLABLE TRUST CERTIFICATES SERIES GSC-4 TERMS AGREEMENT --------------- March 17, 2006 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 1,080,000 PPLUS Class B 0.325% Callable Trust Certificates Series GSC-4 (the "Underwritten Securities") with a notional principal amount of $25 per Class B Certificate. Reference is made to the purchase agreement dated February 9, 1998 (the "Standard Purchase Agreement") between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the undersigned. By signing this agreement you hereby agree as follows: 1. All references in the Standard Purchase Agreement to "STEERS Trust Certificates" shall be deemed to be references to "PPLUS Trust Certificates". 2. All references in the Standard Purchase Agreement to "Standard Terms" shall be deemed to be references to the Standard Terms for Trust Agreements, dated as of November 5, 2004, between the Company and the Trustee. 3. All references in the Standard Purchase Agreement to "Registration Statement" shall be deemed to be references to the registration statement on Form S-3 (No. 333-116208) as declared effective by the Securities and Exchange Commission on September 28, 2004. 4. All references in the Standard Purchase Agreement to "Securities" shall be deemed to be references to up to $1,750,000,000 aggregate initial public offering price of the Company's PPLUS Trust Certificates. Subject to (i) the terms and conditions set forth below, (ii) the terms of the Standard Purchase Agreement which terms are incorporated by reference herein and (iii) your agreement to items 1 through 4 above we offer to purchase the Underwritten Securities at the purchase price set forth below. The Underwritten Securities shall have the following terms:
Title: PPLUS Class B Callable Trust Certificates Series GSC-4 Ratings: "A-" from Standard & Poor's, and "A1" from Moody's Amount: 1,080,000 Class B Trust Certificates 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 B Trust Certificates will be entitled to distributions at 0.325 per annum through February 15, 2034, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: March 17, 2006 Distribution payment dates: February 15 and August 15, commencing August 15, 2006. 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
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Listing requirements: Class B Trust Certificates will not be listed on any stock exchange Black-out provisions: None Fixed or Variable Price Offering: Fixed Price Offering Class B Trust Certificate Purchase Price: $0.90 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: March 17, 2006, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY Class A Trust Certificates: 1,080,000 PPLUS Class A 0.345% Callable Trust Certificates Series GSC-4 (the "Class B Certificates") at a $25 Stated Amount per Class B Trust Certificate
3 EXECUTION COPY Please accept this offer no later than 12:00 P.M. (New York City time) on March __, 2006 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 Connor ----------------------- Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By: /s/ Stephen Kuppenheimer ------------------------------ Name: Stephan Kuppenheimer Title: President [TERMS AGREEMENT SIGNATURE PAGE]