AMENDMENT NO. 2 TO TRUST AGREEMENT RELATING TO
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES FDX 1997-1
AMENDMENT NO. 2, dated as of April 28, 1998 (this
"Amendment") , between Prudential Securities Structured Assets,
Inc., a Delaware corporation (the "Company"), and The Bank of New
York, as Trustee hereunder (the "Trustee"), to the Base Trust
Agreement between the Company and the Trustee dated as of August
28, 1997, as amended by Base Amendment No. 1 dated as of February
27, 1998 (together, the "Base Trust Agreement"), as supplemented
by the Series FDX 1997-1 Supplement dated as of August 28, 1997,
as amended by Amendment No. 1 thereto dated as of December 9,
1997 (together, the "Series Supplement" and, together with the
Base Trust Agreement, the "Trust Agreement").
ARTICLE ONE
SECTION 1.01. Amendment of Base Trust Agreement. The
Base Trust Agreement is hereby amended for purposes of the Trust
Agreement as follows:
(a) The penultimate sentence of Section 3.1(b) is
amended: (1) by substituting a comma for the word "or" at the end
of clause (i), and (2) by inserting after the words "Term Asset"
and immediately preceding the word "except" the following:
"(iii) which would alter the currency in which any
payment is required to be made on the Term Assets,
(iv) which would change the voting rights granted to
holders of the Term Assets under the Indenture, or (v)
which would impair in any material respect any rights
of the Trustee or holders of the Term Assets to
enforce remedies against the Term Assets issuer under
the Indenture,"
(b) Each of Section 5.16 (entitled "Optional
Exchange") and Section 6.4 (entitled "Depositor May Purchase
Certificates") is deleted in its entirety;
(c) Section 9.1(a) is amended by deleting from clause
(x) thereof the phrase ", but not (vi),"; and
(d) Clause (ii) of the proviso to the first sentence
of Section 9.1(b) is amended by deleting the existing text after
the word "without" and inserting the following in its place: "the
unanimous consent of the Holders of Certificates of such Series
or Class".
SECTION 1.02. Amendment of Series Supplement. The
Series Supplement is hereby amended as follows:
(a) Section 1 is amended such that the following
definition shall have the following meaning:
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"Rating Agency: Each of Xxxxx'x Investors Service,
Inc. and Standard & Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc.
(b) Section 22 is amended by adding the following
sentence thereto:
"The Depositor hereby further covenants that it will
not purchase or otherwise acquire any Certificates in
the open market or otherwise at any time."
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 2.01. Capitalized Terms. For purposes of this
Amendment, except as otherwise stated herein, terms used in
capitalized form in this Amendment and defined in the Trust
Agreement have the meaning from the meanings specified in the
Trust Agreement.
SECTION 2.02. Regarding the Trustee. All of the
provisions of the Trust Agreement with respect to the rights,
duties and immunities of the Trustee shall be applicable in
respect hereof as fully and with like effect as if set forth
herein in full.
SECTION 2.03. Continuing Effect. Except as expressly
amended by this Amendment, the Trust Agreement remains in full
force and effect in accordance with its terms and is hereby in
all respects ratified and confirmed.
SECTION 2.04. References to the Trust Agreement. All
references to the Trust Agreement in the Trust Agreement, any
Trust Certificate or in any other document executed or delivered
in connection therewith, shall, from the date hereof, be deemed a
reference to the Trust Agreement as amended hereby, unless the
context requires otherwise.
SECTION 2.05. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 2.06. Counterparts. This Amendment may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
SECTION 2.07. Effectiveness. This Amendment shall
become effective as of the date first written above.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year first
above written.
PRUDENTIAL SECURITIES
STRUCTURED ASSETS, INC.
as Depositor
By: /s/ Xxxxxxxx X'Xxxxx
------------------------------
Name: Xxxxxxxx X'Xxxxx
Title: Senior Vice President
THE BANK OF NEW YORK
as Trustee
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Treasurer
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