EXHIBIT 4.2
PPLUS TRUST CERTIFICATES SERIES GSG-2
AMENDMENT TO SERIES SUPPLEMENT
between
XXXXXXX XXXXX DEPOSITOR, INC.,
as Depositor,
and
THE BANK OF NEW YORK,
as Trustee and Securities Intermediary
Dated as of February 17, 2004
AMENDMENT TO SERIES SUPPLEMENT, dated as of February 17, 2004
(the "Amendment"), by and between XXXXXXX XXXXX DEPOSITOR INC., a Delaware
corporation, as Depositor, THE BANK OF NEW YORK, a New York corporation, as
Trustee and Securities Intermediary.
WITNESSETH:
REFERENCE is made to the PPLUS Trust Series GSG-2 (the "Trust")
created by the Depositor by executing and delivering the Series Supplement dated
as of July 30, 2003 (the "Series Supplement"), which incorporates the terms of
the Standard Terms for Trust Agreements, dated as of February 20, 1998 (the
"Standard Terms" and, together with such Series Supplement, the "Trust
Agreement"), by and between the Depositor and the Trustee and Securities
Intermediary, as modified by such Series Supplement;
WHEREAS, Section 3(b) of the Series Supplement permits the
Depositor to increase the amount of the Underlying Securities in the Trust and
the Trust to issue a corresponding number of additional Warrants subject to the
terms and conditions set forth in Section 3(b); and
WHEREAS, the Depositor, on July 30, 2003, deposited $35,000,000
Underlying Securities into the Trust and now desires to increase the number of
Underlying Securities in the Trust from $35,000,000 to $73,000,000 and,
therefore, increase the number of Class A and Class B Trust Certificates issued
by the Trust and the corresponding number of Warrants from 1,400,000 to
2,920,000;
NOW, THEREFORE, in consideration of the foregoing premises, it is
hereby agreed by and between the Depositor and the Trustee and Securities
Intermediary as follows:
Section 1. Amendment of Series Supplement.
The Series Supplement is hereby amended as follows:
(a) All references to "1,400,000" shall be replaced with
"2,920,000"; and
(b) All references to "$35,000,000" shall be replaced with
"$73,000,000".
(c) The following definition shall be added to Section 2 of the
Series Supplement:
"Warrant" shall mean a Warrant Certificate as such term is
defined in the Warrant Agreement.
(d) The introductory clause of Section 4 of the Series Supplement
shall be amended to read:
The Trustee hereby acknowledges receipt, with respect to
$35,000,000 of Underlying Securities, on or prior to the
Closing Date, and with respect to $38,000,000 of Underlying
Securities, on or prior to February 17, 2004, of:
(e) The address for notices sent to The Bank of New York, as
Trustee, Securities Intermediary or Warrant Agent, as the case may be, set forth
in Section 10 (a) shall be amended to read:
The Bank of New York
Corporate Trust Dealing & Trading Group
000 Xxxxxxx Xxxxxx
Xxxxx 0X
Xxx Xxxx, XX 00000
Attention: PPLUS Trust Series GSG-2
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 / (000) 000-0000
Section 2. Additional Warrant Certificates. Simultaneously with the execution
hereof, the Depositor directs the Trustee, in the name and on behalf of the
Trust, to enter into additional Warrant Certificates (as defined in the Warrant
Agreement) evidencing the additional Call Rights related to the increase in the
amount of Underlying Securities.
Section 3. References. All references to the Series Supplement or the Trust
Agreement, in any document executed in connection with the Series Supplement,
shall be deemed to refer to the Series Supplement or the Trust Agreement, as
applicable, as amended by this Amendment.
Section 4. Miscellaneous.
(a) Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
(b) Amendments. Neither this Amendment nor any of the terms hereof
may be terminated, amended, supplemented, waived or modified orally, but only by
an instrument in writing signed by the party against which the enforcement of
such termination, amendment, supplement, waiver or modification is sought.
(c) Governing Law. This Amendment shall in all respects be
construed in accordance with and governed by the laws of the State of New York,
(d) Benefit and Binding Effect. The terms of this Amendment shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
successors and permitted assigns.
Except as amended by this Amendment, the Series Supplement remains
in full force and effect.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first written above.
Xxxxxxx Xxxxx Depositor, Inc.,
as Depositor
By:
---------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
The Bank of New York,
not in its individual capacity
but as Trustee
By:
---------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
The Bank of New York,
as Securities Intermediary
By:
---------------------------
Name: Xxxxxxxx Xxxxxxx
