EXHIBIT 99.1.1
EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 121
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 6, 1995
among Glickenhaus & Co. and Lebenthal & Co., Inc., as Depositors,
The Bank of New York, as Trustee and Xxxxxx Data Corporation, as
Evaluator, sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Empire
State Municipal Exempt Trust, Guaranteed Series 66, Trust
Indenture and Agreement" dated December 18, 1990 as amended in
part by this Reference Trust Agreement (herein as amended or
supplemented called the "Indenture"). This Reference Trust
Agreement and the Indenture, as incorporated by reference herein,
will constitute a single instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositors, the Trustee, and the
Evaluator agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture are herein incorporated by
reference in their entirety and shall be deemed to be a part of
this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument except
that for all purposes of this Empire State Municipal Exempt
Trust, Guaranteed Series 121, and all subsequent Series, the
following sections of the Indenture are amended as follows:
(a) Section 1.1(9) is hereby amended by deleting the
words "Standard and Poor's Corporation" therein and substituting
the words "Xxxxxx Data Corporation" in place thereof.
(b) Section 3.1 is hereby amended by revising it in
its entirety to read as follows:
Section 3.1. Initial Cost. The cost of the initial
preparation, printing and execution of the Certificates and
this Indenture, Registration Statement and other documents
relating to the Trust, Federal and State registration fees
and costs, the initial fees and expenses of the Trustee and
Evaluator, legal and auditing expenses and other
out-of-pocket expenses (excluding expenses incurred in the
preparation and printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and
printing of brochures and other advertising materials and any
other selling expenses), to the extent not borne by the
Depositors, shall be paid by the Trust; provided, however,
the Trust shall not bear such expenses in excess of the
amount shown in the Statement of Condition included in the
Prospectus, and any such excess shall be borne by the
Depositors. To the extent the funds in the Interest and
Principal Accounts of the Trust shall be insufficient to pay
the expenses borne by the Trust specified in this Section
3.1, the Trustee shall advance out of its own funds and cause
to be deposited and credited to the Interest Account such
amount as may be required to permit payment of such expenses.
The Trustee shall be reimbursed for such advance in the
manner provided in Section 3.5, and the provisions of Section
6.4 with respect to the reimbursement of disbursements for
Trust expenses, including, without limitation, the lien in
favor of the Trustee therefor, shall apply to the payment of
expenses made pursuant to this Section. For purposes of
calculation of distributions under Section 3.5 and the
addition provided in clause (4) of Section 5.1, the expenses
borne by the Trust pursuant to this Section shall be deemed to
accrue at a daily rate over the time period specified for
their amortization provided in the Prospectus; provided,
however, that nothing herein shall be deemed to prevent, and
the Trustee shall be entitled to, full reimbursement for any
advances made pursuant to this Section no later than the
termination of the Trust.
(c) Section 5.1 is hereby amended by revising the
second sentence thereof to read as follows:
Such evaluations shall take into account and itemize
separately (1) the cash on hand in the Trust Fund (other than
cash declared held specially for purchase of Contract Bonds
under Section 3.14 hereof or cash credited to the Reserve
Account) or moneys in the process of being collected from
matured interest coupons or bonds matured or called for
redemption prior to maturity, (2) the value of each issue of
the Bonds (including Contract Bonds) on the bid side of the
market as determined by the Evaluator pursuant to Section
4.1, (3) interest accrued thereon not subject to collection
and distribution, and (4) amounts representing organizational
expenses paid less amounts representing secured
organizational expenses of the Trust.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
(a) The interest-bearing obligations listed in Sched-
ule A hereto have been deposited in trust under this Indenture.
(b) For the purposes of the definition of the Unit in
item (28) of Section 1.1, the fractional undivided interest in
and ownership of the Trust is 1/10,000.
(c) The fiscal year for the Trust shall end on
July 31st of each year.
(d) All Certificateholders of record on November 15, 1995 (the
"First Monthly Record Date") who select the monthly distribution plan,
will receive a distribution to be made on or shortly after December 1,
1995 (the "First Distribution Date"), and thereafter distributions
will be made monthly. The first semi-annual distribution will be made
on or shortly after December 1, 1995 to all Certificateholders of record
on November 15, 1995 who have selected the semi-annual distribution plan,
and thereafter distributions will be made semi-annually.
(e) The First Settlement Date shall mean October 12, 1995.
(f) The number of Units referred to in Section 2.3 is 10,000.
(g) For the purposes of Section 4.3, the Evaluator
shall receive for each evaluation of the Bonds in the Trust $.55
per Bond for each valuation.
(h) For purposes of Section 6.4, the Trustee shall be
paid per annum $1.33 per $1,000 principal amount of Bonds for
that portion of the Trust under the monthly distribution plan and
$0.93 per $1,000 principal amount of Bonds for that portion of
the Trust under the semi-annual distribution plan.
(i) For purposes of Section 8.6, the Depositors'
maximum annual fee is hereby specified to be $0.25 per $1,000
principal amount of Bonds in the Trust.
(j) For purposes of Section 9.2, the Mandatory
Termination Date for the Trust is December 31, 2044.
(k) For purposes of this Series of Empire State
Municipal Exempt Trust, the form of Certificate set forth in this
Indenture shall be appropriately modified to reflect the title of
this Series as set forth above.
(l) For purposes of this Series of Empire State
Municipal Exempt Trust, the execution date of this Indenture
shall be the date first written above.
IN WITNESS WHEREOF, the parties hereto have caused this
Reference Trust Agreement to be duly executed on the date first
above written.
(Signatures on separate pages)
GLICKENHAUS & CO.
By XXXXX X. XXXX
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxx Xxxxx, a Notary Public in and for the said
County in the State aforesaid, do hereby certify that Xxxxx
X. Xxxx personally known to me to be the same whose name is
subscribed to the foregoing instrument, appeared before me this
day in person, and acknowledged that he signed and delivered the
said instrument as his free and voluntary act as Attorney-in-Fact
for each of the General Partners, and as the free and voluntary
act of said GLICKENHAUS & CO., for the uses and purposes therein
set forth.
GIVEN, under my hand and notarial seal this 6th day of
October, 1995.
(SEAL)
XXXXX XXXXX
Notary Public, State of New York
No. 02VO5019906
Qualified in Bronx County
Commission Expires November 1, 1995
Lebenthal & Co., Inc.
By Xxxxx X. XxXxxxx
Authorized Officer
ATTEST:
By D. Xxxxxx Xxxxxxx
Secretary
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxx Xxxxx, a Notary Public in and for the said County in the State
aforesaid, do hereby certify that Xxxxx X. XxXxxxx and D. Xxxxxx Xxxxxxx
personally known to me to be the same persons whose names are subscribed
to the foregoing instrument and personally known to me to be the
Authorized Officer and Secretary, respectively, of LEBENTHAL & CO., INC.,
appeared before me this day in person, and acknowledged that they
signed, sealed with the corporate seal of LEBENTHAL & CO., INC., and
delivered the said instrument as their free and voluntary act as such
Authorized Officer and Secretary, respectively, and as the free and
voluntary act of said LEBENTHAL & CO., INC., for the uses and purposes
therein set forth.
GIVEN, under my hand and notarial seal this 6th day of
October, 1995.
XXXXX XXXXX
Notary Public, State of New York
No. 02VO5019906
Qualified in Bronx County
Commission Expires November 1, 1995
(SEAL)
My commission expires:
THE BANK OF NEW YORK, Trustee
By Xxxxx Xxxxxxxx
Vice President
ATTEST:
By Xxxxxxxx Xxxxxx
Assistant Vice President
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxx X. Xxxxxxxx, a Notary Public in and
for the said County in the State aforesaid, do hereby certify
that Xxxxx Xxxxxxxx and Xxxxxxxx Xxxxxx personally known to me
to be the same persons whose names are subscribed to the
foregoing instrument and personally known to me to be a Vice President
and Assistant Vice President respectively, of The Bank of New York, a
corporation, appeared before me this day in person, and acknowledge
that they signed, sealed with the corporate seal of The Bank of New
York, and delivered the said instrument as their free and voluntary act
as such Vice President and Assistant Vice President respectively, and
as the free and voluntary act of said The Bank of New York, for the
uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 26th day of
September, 1995.
Xxxx X. Xxxxxxxx
Notary Public
(SEAL)
My commission expires:
Xxxx X. Xxxxxxxx
Notary Public, State of New York
No. 01KE5031823
Qualified in Suffolk County
Commission Expires August 15, 1996
XXXXXX DATA CORPORATION
By:
Xxxxx X. Xxxxxxx
Chief Operating Officer
ATTEST:
By:
Xxxxxxx Xxxxxxxx
Vice President
(CORPORATE SEAL)
SCHEDULE A
EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 121
PORTFOLIO AS OF DATE OF DEPOSIT, OCTOBER 6, 1995
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