EXHIBIT 1.2
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
PPLUS CLASS B 0.325% CALLABLE TRUST CERTIFICATES SERIES RRD-1
TERMS AGREEMENT
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February 24, 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 2,400,000 PPLUS Class B
0.325% Callable Trust Certificates Series RRD-1 (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 RRD-1
Ratings: "A-" from Standard & Poor's, and
"Baa2" from Moody's
Amount: 2,400,000 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 April 15, 2029, unless the
Class B Trust Certificates are
redeemed or called prior to such
date.
Cut-off Date: March 2, 2006
Distribution payment dates: April 15 and October 15, commencing
April 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: April 15, 2029
Sinking fund requirements: None
Conversion provisions: None
2
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 2, 2006, Shearman & Sterling
LLP, 599 Lexington Avenue, New York,
NY
Class A Trust Certificates: 2,400,000 PPLUS Class A 6.30%
Callable Trust Certificates Series
RRD-1 (the "Class A Certificates")
at a $25 Stated Amount per Class A
Trust Certificate
3
Please accept this offer no later than 12:00 P.M. (New York City
time) on February 24, 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/ Stephan Kuppenheimer
-------------------------------------
Name: Stephan Kuppenheimer
Title: President
[CLASS B TERMS AGREEMENT SIGNATURE PAGE]