EXHIBIT 1
AMENDMENT TO
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
STANDARD & POOR'S MIDCAP 400 DEPOSITARY
RECEIPTS ("MIDCAP SPDR") TRUST
DATED AS OF APRIL 1, 1995
BETWEEN
PDR SERVICES CORPORATION, AS SPONSOR,
AND
THE BANK OF NEW YORK, AS TRUSTEE
This Amendment (the "Amendment Agreement") dated as of December 29,
1995 between PDR Services Corporation as sponsor (the "Sponsor") and The Bank of
New York as trustee (the "Trustee") amends the document entitled "Standard &
Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust dated as of April 1,
1995 between PDR Services Corporation as Sponsor and The Bank of New York as
Trustee," effective April 27, 1995 (hereinafter called the "Standard Terms"),
and the document entitled "Trust Indenture and Agreement dated April 27, 1995
incorporating by reference Standard Terms and Conditions of Trust for Standard &
Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust Series 1 dated as of
April 1, 1995" (hereinafter called the "Trust Indenture") (the Standard Terms
and the Trust Indenture and any and all previous amendments thereto hereinafter
called the "Trust Documents").
WITNESSETH THAT:
WHEREAS, the parties hereto have entered into the Trust Documents to
facilitate the creation of the Standard & Poor's MidCap 400 Depositary Receipts
("MidCap SPDR") Trust (the "Trust"); and
WHEREAS, the parties hereto desire to amend the Trust Documents as
more fully set forth below;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the Sponsor and the Trustee agree as follows:
3. The fourth full paragraph of Section 9.01 of the Standard Terms
shall be deleted in its entirety and the following sentence shall be inserted in
replacement thereof;
"Notwithstanding the foregoing, the Agreement, the Indenture and the
Trust Fund in any event shall terminate by their terms on the
Mandatory Termination Date or the date 20 years after the death of the
last survivor of the eleven persons named in the Indenture, whichever
occurs first, unless sooner terminated as specified herein."
4. Section D of the Trust Indenture shall be deleted in its entirety
and the following text shall be inserted in replacement thereof:
(a) "The Mandatory Termination Date for the Trust shall be (1) one
hundred twenty five years from the date the Trust is declared effective under
the Securities Act of 1933, which is April 27, 1995 or (2) the date twenty
years after the death of the last survivor of the eleven persons named below
in subsection (b), whichever occurs first.
(b) List of Measuring Lives:
------------------------
Xxxxx Xxxxxxx XxXxxxx 112-50 78th Avenue 11/11/92
Xxxxxx Xxxxx, XX 00000
Xxxx Xxxxxxx 000 Xxxxxxx Xxxxxx 0/00/00
Xxxxxxxxxxxx, XX 00000
Xxxxx Xxxxxxx 000 Xxxxxxx Xxxxxx 0/0/00
Xxxxxxxxxxxx, XX 00000
Xxxxxxxxx Xxxxxx Most 0000 Xxxxxxx xx Xxx Xxxxxx 0/00/00
Xxxxx Xxxx, XX 00000
Xxxx Xxxxxxx 000 Xxxxxx Xxxxx 0/0/00
Xxxxxxxxxx, XX
Xxxx Xxxxxxx 000 Xxxxxx Xxxxx 0/0/00
Xxxxxxxxxx, XX
Xxxxx Xxx Xxxxx 0 Xxxxxxxx Xxxxx 0/00/00
Xxxxxxxx, XX 00000
Xxxxxx Xxxxxx Malefronte 00 Xxxxxxxxx Xxxx 0/00/00
Xxxxxx Xxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx 00 Xxxxxx Xxxxxx 0/0/00
Xxxxxx Xxxx, XX 00000
Xxxxx Xxxxx 00 Xxxxxxx Xxxxx 0/0/00
Xxxxxxxx, XX 00000
Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxxxxxxxx Xxxxxx 0/00/00
Xxxxxxxxx, XX 00000
5. Pursuant to Section 10.01 of the Standard Terms, the parties
hereby agree that paragraphs (1) and (2) of this Amendment Agreement are made in
compliance with the provisions of Section 10.01(a) thereof and that the parties
hereto have determined in good faith that the changes contained in this
Amendment Agreement will not adversely affect the interests of Beneficial
Owners.
6. Pursuant to Section 10.01, the Trustee agrees that it shall
promptly furnish each DTC Participant with sufficient copies of a written notice
of the substance of the terms of this Amendment Agreement for transmittal by
each such DTC Participant to the Beneficial Owners of the Trust.
7. Except as amended hereby, the Trust Documents now in effect are in
all respects ratified and confirmed hereby and this Amendment Agreement and all
of its provisions shall be deemed to be a part of the Trust Documents.
8. This Amendment Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed as of the date hereof.
PDR SERVICES CORPORATION, as Sponsor
By: ________________________________
Title: President
ATTEST: _________________
TITLE:
THE BANK OF NEW YORK, as Trustee
as Trustee
By: ________________________________
Title:
ATTEST: _________________
TITLE:
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 29th day of December in the year 1995 before me personally came
Xxxxxx Xxxxxxxxxx to me known, who, being by me duly sworn, did depose and say
that he is the President of PDR Services Corporation, the corporation described
in and which executed the above instrument; and that he signed his name thereto
by like authority.
-------------------------------
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 29th day of December in the year 1995, before me personally
appeared ___________________________, to me known, who, being by me duly sworn,
did depose and say that he is _____________________________ of The Bank of New
York, the bank and trust company described in and which executed the above
instrument; and that he signed his name thereto by authority of the board of
directors of said bank and trust company.
-------------------------------
Notary Public
