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NEGOTIABLE U.S. DOLLAR
CERTIFICATE OF DEPOSIT
IN ACCEPTING DELIVERY OF THIS
CERTIFICATE OF DEPOSIT (CD),
THE PURCHASER OF THIS CD IS
DEEMED TO REPRESENT THAT IT
UNDERSTANDS THE RISKS OF AN
INVESTMENT AS DESCRIBED BELOW.
CD NUMBER 246731 USD
450,000,000
Issue Date: July 31,
1997
Maturity Date:February
15, 2000
BAYERISCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH,
THE "BANK" CERTIFIES THAT
the sum of Four Hundred Fifty
Million U.S. Dollars has been
deposited with the Bank and
will be payable to the order
of the registered assigns
hereof (set forth below) in
accordance with the
Amortization Schedule (Exhibit
1) set forth below, together
with interest thereon computed
on an actual over 360 day
basis and paid in accordance
with the following formula:
First Coupon
Payment: $2,312,406.25 on
August 14, 1997
Additional Coupon
Payments: Shall be 1 month
LIBOR +28bps
Reset Frequency: Monthly,
off Reuters LIBOR, 2 London
business days prior to the
beginning of the next
following interest accrual
period, rounded to the nearest
.0625% (up or down); please
see Amortization Schedule for
reset dates.
Interest Accrual
Period: Interest will
accrue to the 15th of each
month. If the 15th is not a
good business day, interest
will be accrue to the next
good New York business day.
Interest Payment
Dates: Interest will pay on
the 14th of each month. If
the 14th is not a good
business day, interest will be
paid on the preceding good
business day in the Interest
Accrual Period. See
Amortization Schedule.
Principal payments will be due
on each Payment Date specified
in the attached Amortization
Schedule in the amounts set
forth opposite such dates
under the heading "Principal
Amortization". The terms of
the attached schedule are
hereby incorporated by
reference as if fully set
forth on the face hereof.
CD NUMBER
246731 Page
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Co-Calculation
Agents: Merrill Lynch
Capital Services; Prudential
Bank & Trust Company. The
calculations of the
Calculation Agents will be
binding absent manifest error.
No interest will be paid on
this deposit after maturity.
Presentation for Interest
Payment: The Bank will pay
the registered holder hereof
payments of interest and
principal by wire transfer to
the Trustee defined herein or
in accordance with such other
instructions as the registered
holder shall direct in
writing; provided, however,
the register holder of this CD
must present the CD to Bank,
for final payment of principal
upon maturity.
Trustee Wire
Instructions: Bankers Trust
NYC ABA #021001033 Structured
Finance Group, 10th Floor
Attn.: Michael Gallo
Event of Default: Failure
to pay amounts due hereunder
which continues uncured for
more than one Business Day
shall constitute an event of
default. So long as an event
of default has occurred and is
continuing the registered
holder may require the
acceleration of all unpaid
principal and accrued and
unpaid interest hereunder.
Interest on overdue amounts
will accrue at the applicable
interest rate plus 2%.
THE DEPOSIT MADE PURSUANT TO
THIS CERTIFICATE OF DEPOSIT IS
NOT REQUIRED TO BE AND IS NOT
INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY
OTHER U.S. GOVERNMENTAL
AGENCY.
CD Number 246731 Page
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BAYERISCHE LANDESBANK
GIROZENTRALE
NEW YORK BRANCH Records of
Transfers:
Transfer Date Name of
Holder Authorized
Signature
1. July 31,
1997 Merrill Lynch Money
Markets, Inc. (Issue
Date) TAX ID
#13-2973073
2.
3.
Wilfried
Freudenberger Ron
Bertolini Executive Vice
President First Vice
President and General
Manager and
Treasury Manager
AMENDMENT
dated as ofJuly 31, 1997
to the
POOLING AND SERVICING
AGREEMENT
dated as of August 1,1994
and the
SERIES 1994-A SUPPLEMENT
dated as of August10,1994,
each between
THE PRUDENTIAL BANK AND TRUST
COMPANY, Seller and Servicer,
and
BANKERS TRUST COMPANY,Trustee
