Exhibit 1.2
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
INDEXPLUS TRUST CERTIFICATES SERIES 2003-1
TERMS AGREEMENT
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December 11, 2003
Merrill Lynch Depositor, Inc.
4 World Financial Center
North Tower, 7th Floor
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 1,500,000 INDEXPLUS
Trust Certificates Series 2003-1 (the "Certificates") at a $25 Stated Amount per
Trust Certificate (the "Underwritten Securities").
Subject to the terms and conditions set forth below and subject to the
terms of the Standard Purchase Agreement dated February 9, 1998, between Merrill
Lynch & Co. and Merrill Lynch Depositor, Inc. 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: INDEXPLUS Trust Certificates Series 2003-1
Ratings: A- from Fitch Ratings and A3 from Moody's
Ratings Services, Inc.
Amount: 1,500,000 Trust Certificates
Trust Certificate Denominations: Stated amount of $25 and integral multiples
thereof
Currency of payment: U.S. dollars
Distribution rate or formula: Holders of Certificates will be entitled to
receive on each distribution date until May
15, 2033 the distributions, if any,
received by the Trust on the Underlying
Securities. Initially, on each Interest
distribution date, interest distributions
are expected to be made at a pass-through
rate of 6.0518% per annum on the Stated
Amount of the Certificates, subject to
adjustment as
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described in the Trust Agreement.
Cut-off Date: December 17, 2003
Distribution payment dates: Any Interest Distribution Date, Scheduled
Principal Distribution Date or Underlying
Securities Redemption Distribution Date
(each as defined in the Series Supplement)
Interest Distribution date: Each June 20 and December 20 commencing
June 20, 2004
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.
Final scheduled distribution date: May 15, 2033
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Listed on The American Stock Exchange.
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
Trust Certificate Purchase Price: $25.00 per Trust Certificate
Form: Book-entry Trust Certificates with The
Depository Trust Company, except in certain
limited circumstances
Closing date and location: December 17, 2003, Shearman & Sterling LLP,
599 Lexington Avenue, New York, New York
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Please accept this offer no later than 10:00 A.M. (New York City time)
on December 11, 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: ________________________
Authorized Signatory
Accepted:
MERRILL LYNCH DEPOSITOR, INC.
By:
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Name: Barry N. Finkelstein
Title: President
[TERMS AGREEMENT SIGNATURE PAGE]