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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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.
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:
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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]