Exhibit 4.2
PREFERREDPLUS TRUST CERTIFICATES SERIES ELP-1
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 April 9, 2002
AMENDMENT TO SERIES SUPPLEMENT, dated as of April 9, 2002 (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 PREFERREDPLUS Trust Series ELP-1 (the
"Trust") created by the Depositor by executing and delivering the Series
Supplement dated as of March 25, 2002 (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 March 25, 2002, deposited
$40,754,000 Underlying Securities into the Trust and now desires to increase the
number of Underlying Securities in the Trust from $40,754,000 to $50,754,000
and, therefore, increase the number of Class A and Class B Trust Certificates
issued by the Trust and the corresponding number of Warrants from 1,630,160 to
2,030,160;
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:
Amendment of Series Supplement.
The Series Supplement is hereby amended as follows:
All references to "1,630,160" shall be replaced with "2,030,160"; and
All references to "$40,754,000" shall be replaced with "$50,754,000".
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.
The introductory clause of Section 4 of the Series Supplement shall be amended
to read:
The Trustee hereby acknowledges receipt, with respect
to $40,754,000 of Underlying Securities, on or prior
to the Closing Date, and with respect to $10,000,000
of Underlying Securities, on or prior to April 9,
2002, of:
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.
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.
Miscellaneous.
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.
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.
Governing Law. This Amendment shall in all respects be construed in accordance
with and governed by the laws of the State of New York,
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: /s/ Xxxxx Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
The Bank of New York,
not in its individual capacity
but as Trustee
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
The Bank of New York,
as Securities Intermediary
By: /s/ Xxxxx Xxxxxx
----------------------
Name: Xxxxx Xxxxxx
