EXHIBIT 2
AMENDMENT TO
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
STANDARD & POOR'S DEPOSITARY RECEIPTS ("SPDR") TRUST
DATED AS OF JANUARY 1, 1993
BETWEEN
PDR SERVICES CORPORATION, AS SPONSOR,
AND
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
This Amendment (the "Amendment Agreement") dated as of January 19,
1996 between PDR Services Corporation as sponsor (the "Sponsor") and State
Street Bank and Trust Company as trustee (the "Trustee") amends the document
entitled "Standard & Poor's Depositary Receipts ("SPDR") Trust dated as of
January 1, 1993 between PDR Services Corporation, as Sponsor and State Street
Bank and Trust Company, as Trustee" effective January 22, 1993 (hereinafter
called the "Standard Terms"), and the document entitled "Trust Indenture and
Agreement dated January 22, 1993 incorporating by reference Standard Terms and
Conditions of Trust for Standard & Poor's Depositary Receipts ("SPDR") Trust
Series 1 dated as of January 1, 1993" (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 Depositary Receipts ("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:
1. The fourth to last sentence of the first full paragraph of Section
9.01 of the Standard Terms which states:
"The Agreement, the Indenture and the Trust Fund in any event shall
terminate by their terms in twenty-five (25) years . . . "
shall be deleted in its entirety.
2. The second to last sentence of the first 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."
3. Section 2D of the Trust Indenture which states:
"the Mandatory Termination Date for the Trust shall
be twenty-five years from the date the Trust goes
effective under the Securities Act of 1933, which is
January 22, 2018"
shall be deleted in its entirety and the following text of the new subsections
3(a) and (b) of Section 2D shall be inserted in replacement thereof:
"3(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 January 22, 1993 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
4. 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.
5. 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.
6. 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.
7. 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:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: __________________________________
Title:
ATTEST: _________________
TITLE:
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 18th day of January in the year 1996 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
COMMONWEALTH OF MASSACHUSETTS )
: ss.:
COUNTY OF NORFOLK )
On this 29th day of December, 1995, before me personally appeared
____________________________, to me known, who, being by me duly sworn, did
depose and say that he is ____________________________ of State Street Bank and
Trust Company, 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
