Terms Agreement for Sale of PPLUS Trust Certificates Series PMC-1 between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc.

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 two classes of PPLUS Trust Certificates (Series PMC-1). Merrill Lynch will buy 2,820,000 Class A Certificates at $25 each and 2,820,000 Class B Certificates at $3.35 each. The certificates pay annual distributions of 6.50% (Class A) and 1.25% (Class B) until January 15, 2027, unless redeemed earlier. The agreement specifies payment, distribution dates, and other key terms for the transaction.

EX-1.2 3 ex1-2tof8k_012803pmc1.txt EXHIBIT 1.2 TO FORM 8-K EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS A 6.50% TRUST CERTIFICATES SERIES PMC-1 PPLUS CLASS B 1.25% TRUST CERTIFICATES SERIES PMC-1 TERMS AGREEMENT January 23, 2003 To: Merrill Lynch Depositor, Inc. World Financial Center North Tower New York, New York 10281 Attention: Barry N. Finkelstein Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 2,820,000 PPLUS Class A 6.50% Trust Certificates Series PMC-1 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 2,820,000 PPLUS Class B 1.25% Trust Certificates Series PMC-1 (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 PMC-1, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: A- from Standard & Poor's and A2 from Moody's Amount: 2,820,000 Class A Trust Certificates 2,820,000 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 6.50% per annum through January 15, 2027, 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 1.25% per annum through January 15, 2027, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: January 28, 2003 Distribution payment dates: January 15 and July 15, commencing July 15, 2003 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: January 15, 2027 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 Class A Trust Certificate Purchase Price: $25.00 per Class A Trust Certificate Class B Trust Certificate Purchase Price: $3.35 Class B Trust Certificates Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: January 28, 2003, Shearman & Sterling, 599 Lexington Avenue, New York, New York 2 Please accept this offer no later than 10:00 A.M. (New York City time) on January 28, 2003 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/ Barry N. Finkelstein --------------------------- Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By /s/ Barry N. Finkelstein ----------------------------------- Name: Barry N. Finkelstein Title: President