Exhibit 4.4
BASE AMENDMENT NO. 1, dated as of February 27, 1998,
between Prudential Securities Structured Assets, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, as Trustee
(the "Trustee"), to the Base Trust Agreement, dated as of August
28, 1997 (the "Base Agreement"), between the Company and the
Trustee.
RECITALS
--------
The Base Agreement, together with the Series FDX 1997-1
Supplement between the Company and the Trustee dated as of August
28, 1997 and Amendment No. 1 thereto dated as of December 9,
1997, constitutes the Trust Agreement that created the Receipts
of Corporate Securities Trust, Series FDX 1997-1 (the "Series FDX
1997-1 Trust Agreement"). The Base Agreement, together with the
Series BLS 1998-1 Supplement between the Company and the Trustee
dated as of January 30, 1998, constitutes the Trust Agreement
that created the Receipts on Corporate Securities Trust, Series
BLS 1998-1 (the "Series BLS 1998-1 Trust Agreement" and, together
with the Series FDX 1997-1 Trust Agreement, the "Existing Trust
Agreements"). The Base Agreement, together with any applicable
Series Supplement entered into from time to time hereafter, will
constitute the Trust Agreement (each, a "Subsequent Trust
Agreement") creating the specific Trust described in such Series
Supplement.
The Company and the Trustee are entering into this Base
Amendment No. 1 for the purpose of (i) amending each of the
Existing Trust Agreements and (ii) amending the Base Agreement so
that the provisions set forth in Article One hereof will be
included in each Subsequent Trust Agreement unless the related
Series Supplement provides otherwise.
Accordingly, the Company and the Trustee agree as
follows:
ARTICLE ONE
SECTION 1.01. Amendment of Section 6.1 of the Base
Agreement. Section 6.1 of the Base Agreement shall be amended and
restated to read as follows:
Section 6.1. Preparation and Filing of Registration
Statements under the Securities Act and Exchange Act Reports;
Obligations of the Depositor. (a) The Depositor shall:
(i) on behalf and in the name of the Trust (and
in its own name as Depositor if required by the
Commission), prepare, sign and file with the
Commission, registration statements under the
Securities Act for purposes of registering under such
Act any Series or Class (or any portion thereof) of
Certificates to be registered in accordance with the
related Series Supplement as well as any other
instrument or document necessary or appropriate for
the foregoing purpose;
(ii) on behalf and in the name of the Trust (and
in its own name as Depositor if required by the
Commission), prepare, sign and file with the
Commission, within the time period set forth below,
copies of the annual reports
and of the information, documents and other reports
(or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and
regulations prescribe), if any, which the Trust
(and/or the Depositor on behalf of the Trust) may be
required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (collectively,
"Exchange Act Reports") with respect to the Trust. The
names of such Reports and the dates on which they are
required to be filed with the Commission are as
follows:
(A) Form 8-K, within the time requirement
prescribed by the Exchange Act if the filing of
Form 8-K is necessary;
(B) Form 10-K, within the time requirement
prescribed by the Exchange Act; and
(C) such other reports, including amendments
to any reports, as may be required pursuant to
Section 13 or 15(d) of the Exchange Act.
(iii) deliver to the Trustee within 15 days after
the Depositor is required to file the same with the
Commission, such additional information, documents and
reports with respect to compliance by the Depositor
with the conditions and covenants of this Agreement,
if any, as may be required to be filed with the
Commission from time to time by such rules and
regulations; and
(iv) deliver to the Trustee, which shall then
transmit by mail to all Holders described in TIA
Section 313(c), in the manner and to the extent
provided therein, such summaries of any information,
documents and reports required to be filed by the
Depositor and received pursuant to clauses (i) and
(ii) of this Section 6.1(a), if any, as may be
required by rules and regulations prescribed from time
to time by the Commission.
(b) The Depositor shall deliver to the Trustee,
not less often than annually, an Officer's Certificate
signed by an Executive Officer who is the principal
executive officer, principal financial officer or principal
accounting officer of the Depositor, dated as of the date
set forth in the Series Supplement for such year, stating
that:
(i) a review of the activities of the Depositor
during such fiscal year and of performance under this
Agreement has been made under such Executive Officer's
supervision; and
(ii) to the best of such Executive Officer's
knowledge, based on such review, the Depositor has
fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default
in the fulfillment of any such obligation, specifying
each such default known to such Executive Officer and
the nature and status thereof. A copy of such
certificate may be obtained by any
2
Holder by a request in writing to the Depositor
addressed to the Corporate Trust Office of the
Trustee.
(c) Upon any application or request by the
Depositor to the Trustee to take any action under the
provisions of this Agreement, which action is subject to
the satisfaction of a condition precedent (including any
covenants compliance with which constitutes a condition
precedent), the Depositor shall furnish to the Trustee: (i)
an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Agreement relating
to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an
Independent Certificate from a firm of certified public
accountants meeting the applicable requirements of the TIA,
except that, in the case of any such application or request
as to which the furnishing of such documents is
specifically required by any provision of this Agreement,
no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Agreement
shall include:
(i) a statement that such signatory of such
certificate or opinion has read or has caused to be
read such covenant or condition and the definitions
herein relating thereto;
(ii) a brief statement as to the nature and scope
of the examination or investigation upon which the
statements or opinions contained in such certificate
or opinion are based;
(iii) a statement that, in the judgment of each
such signatory, such signatory has made such
examination or investigations as is necessary to
enable such signatory to express an informed opinion
as to whether or not such covenant or condition has
been complied with; and
(iv) a statement as to whether, in the opinion of
each such signatory, such condition or covenant has
been complied with.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 2.01. Capitalized Terms. For purposes of this
Base Amendment No. 1, except as otherwise stated herein, terms
used in capitalized form in this Base Amendment No. 1 and defined
in the Base Agreement have the meanings specified in the Base
Agreement.
3
SECTION 2.02. Regarding the Trustee. All of the
provisions of each of the Trust Agreements 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 Base Amendment No. 1, the Existing Trust
Agreements remain in full force and effect in accordance with
each of their terms and are hereby in all respects ratified and
confirmed.
SECTION 2.04. References to the Trust Agreement. All
references to the Trust Agreement in each of the Existing Trust
Agreements, 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 relevant Trust
Agreement as amended hereby, unless the context requires
otherwise.
SECTION 2.05. Governing Law. THIS BASE AMENDMENT NO. 1
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 Base Amendment No. 1
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 Base Amendment No. 1
shall become effective as of the date first written above.
* * *
4
IN WITNESS WHEREOF, the parties hereto have caused this
Base Amendment No. 1 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
5
