Terms Agreement for PPLUS Trust Certificates Series LMG-4 between Merrill Lynch Depositor, Inc. and Underwriters

Summary

This agreement is between Merrill Lynch Depositor, Inc. and several underwriters, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, for the sale of 1,400,000 Class A and 1,400,000 Class B PPLUS Trust Certificates (Series LMG-4). The agreement sets the terms for the offering, including purchase prices, interest rates, maturity date (February 1, 2030), and payment details. The underwriters agree to purchase the certificates at specified prices, and the certificates will be listed on the New York Stock Exchange. The agreement must be accepted by January 14, 2005.

EX-1.2 2 ex1-2_012105.txt TERMS AGREEMENT Exhibit 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS A 6.70% TRUST CERTIFICATES SERIES LMG-4 PPLUS CLASS B 1.55% TRUST CERTIFICATES SERIES LMG-4 TERMS AGREEMENT January 14, 2005 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 1,400,000 PPLUS Class A 6.70% Trust Certificates Series LMG-4 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 1,400,000 PPLUS Class B 1.55% Trust Certificates Series LMG-4 (the "Class B Certificates" and together with the Class A Certificates, collectively, 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, the underwriters named in Schedule 1 hereto (the "Underwriters") offer to purchase, severally and not jointly, the amount of Underwritten Securities opposite their names set forth in Schedule 1 hereto at the purchase price forth below. Merrill Lynch, Pierce, Fenner & Smith Incorporated shall act as representative to the Underwriters. The Underwritten Securities shall have the following terms: Title: PPLUS Trust Certificates Series LMG-4, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: "BBB-" from Standard & Poor's, and "Baa3" from Moody's Amount: 1,400,000 Class A Trust Certificates 1,400,000 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 6.70% per annum through February 1, 2030, 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 1.55% per annum through February 1, 2030, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: January 25, 2005 Distribution payment dates: February 1 and August 1, commencing February 1, 2005. 2 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 1, 2030 Sinking fund requirements: None Conversion provisions: None Listing requirements: Class A Trust Certificates 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: $4.125 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: January 25, 2005, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 3 Please accept this offer no later than 12:00 P.M. (New York City time) on January 14, 2005 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, as Representative By: /s/ Michael Connor ---------------------------- Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By: /s/ Stephan Kuppenheimer ------------------------------------ Name: Stephan Kuppenheimer Title: President [TERMS AGREEMENT SIGNATURE PAGE] Schedule 1