Amendment to Series Supplement for PreferredPlus Trust Certificates Series ELP-1 between Merrill Lynch Depositor, Inc. and The Bank of New York (April 9, 2002)

Summary

This amendment, dated April 9, 2002, is between Merrill Lynch Depositor, Inc. and The Bank of New York, acting as Trustee and Securities Intermediary. It modifies the Series Supplement for the PreferredPlus Trust Certificates Series ELP-1 by increasing the amount of underlying securities in the trust from $40,754,000 to $50,754,000 and the number of related certificates and warrants. The amendment also updates certain definitions and directs the issuance of additional warrant certificates. All other terms of the original Series Supplement remain unchanged.

EX-4.2 4 exh4-2tof8k_041002classb.txt AMENDMENT TO SERIES SUPPLEMENT Exhibit 4.2 PREFERREDPLUS TRUST CERTIFICATES SERIES ELP-1 AMENDMENT TO SERIES SUPPLEMENT between MERRILL LYNCH 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 MERRILL LYNCH 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. Merrill Lynch Depositor, Inc., as Depositor By: /s/ Barry Finkelstein ------------------------------ Name: Barry N. Finkelstein Title: President The Bank of New York, not in its individual capacity but as Trustee By: /s/ Kevin Cremin --------------------- Name: Kevin Cremin Title: Authorized Signatory The Bank of New York, as Securities Intermediary By: /s/ Kevin Cremin ---------------------- Name: Kevin Cremin