CorTS(R) SUPPLEMENT 2001-6
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CorTS(R)Trust II For Countrywide Capital I
TABLE OF CONTENTS
Page
Preliminary Statement.............................................1
Section 1. Certain Defined Terms.................................1
Section 2. Creation and Declaration of Trust; Sale of
Term Assets; Acceptance by Trustee..............5
Section 3. Designation..........................................5
Section 4. Date of the Certificates.............................5
Section 5. Certificate Principal Balance and Denominations;
Additional Term Assets..........................5
Section 6. Currency of the Certificates.........................6
Section 7. Form of Securities...................................6
Section 8. Reserved.............................................6
Section 9. Certain Provisions of Base Trust Agreement Not
Applicable......................................6
Section 10. Distributions.........................................6
Section 11. Termination of Trust..................................9
Section 12. Limitation of Powers and Duties......................9
Section 13. Compensation of Trustee..............................10
Section 14. Modification or Amendment............................11
Section 15. Accounting...........................................11
Section 16. No Investment of Amounts Received on Term Assets.....11
Section 17. No Event of Default..................................11
Section 18. Notices..............................................11
Section 19. Access to Certain Documentation......................12
Section 20. Advances.............................................12
Section 21. Ratification of Agreement............................12
Section 22. Counterparts.........................................13
Section 23. Governing Law........................................13
Section 24. Appointment of Co-Trustee............................13
Section 25. Certificate of Compliance............................13
Exhibit A -- Identification of the Term Assets as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
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CorTS(R) SUPPLEMENT 2001-6 dated as of February 14,
2001 (this "Series Supplement") between STRUCTURED
PRODUCTS CORP., a Delaware corporation, as depositor
(the "Depositor"), and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, as trustee
(the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of December 15, 2000
(the "Base Trust Agreement" and, as amended and supplemented pursuant to this
Series Supplement, the "Agreement"), between the Depositor and the Trustee, such
parties may at any time and from time to time enter into a series supplement
supplemental to the Base Trust Agreement for the purpose of creating a trust.
Section 5.13 of the Base Trust Agreement provides that the Depositor may at any
time and from time to time direct the Trustee to authenticate and deliver, on
behalf of any such trust, a new Series of trust certificates. Each trust
certificate of such new Series of trust certificates will represent a fractional
undivided beneficial interest in such trust. Certain terms and conditions
applicable to each such Series are to be set forth in the related series
supplement to the Base Trust Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee
shall create and establish a new trust to be known as CorTS(R) Trust II For
Countrywide Capital I, and a new Series of trust certificates to be issued
thereby, which certificates shall be known as the CorTS(R) Certificates, and the
Depositor and the Trustee shall herein specify certain terms and conditions in
respect thereof.
The Certificates shall be Fixed Rate Certificates issued in one Class
(the "Certificates").
On behalf of and pursuant to the authorizing resolutions of the Board
of Directors of the Depositor, an authorized officer of the Depositor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Base Trust Agreement and this Series Supplement in accordance
with the terms of Section 5.13 of the Base Trust Agreement.
Section 1. Certain Defined Terms. (a) All terms used in this Series
Supplement that are defined in the Base Trust Agreement, either directly or by
reference therein, have the meanings assigned to such terms therein, except to
the extent such terms are defined or modified in this Series Supplement or the
context requires otherwise. The Base Trust Agreement also contains rules as to
usage which shall be applicable hereto.
(b) Pursuant to Article I of the Base Trust Agreement, the meaning of
certain defined terms used in the Base Trust Agreement shall, when applied to
the trust certificates of a particular Series, be as defined in Article I but
with such additional provisions and modifications as are specified in the
related series supplement. With respect to the Certificates, the following
definitions shall apply:
"Acceleration": The acceleration of the maturity of the Term Assets
after the occurrence of any default on the Term Assets other than a Payment
Default.
"Agreement": Agreement shall have the meaning specified in the
Preliminary Statement to this Series Supplement.
"Base Trust Agreement": Base Trust Agreement shall have the meaning
specified in the Preliminary Statement to this Series Supplement.
"Business Day": Any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated by
law, executive order or governmental decree to be closed.
"Certificateholder" or "Holder": With respect to any Certificate, the
Holder thereof.
"Certificateholders" or "Holders": The Holders of the Certificates.
"Closing Date": February 14, 2001.
"Certificate Account": With respect to this Series, the Eligible
Account established and maintained by the Trustee in its corporate trust
department in the Trustee's name for the benefit of the related
Certificateholders, into which all payments made on or with respect to the
related Term Assets will be deposited.
"Collection Period": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.
"Corporate Trust Office": U.S. Bank Trust National Association, 000
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust or
such other corporate trust office as the Trustee shall designate in writing to
the Depositor and the Certificateholders.
"Debt Guarantee": The guarantee of the Junior Subordinated Debentures
by Countrywide Credit Industries, Inc.
"Depositary": The Depository Trust Company.
"Distribution Date": Any Scheduled Distribution Date, the Maturity
Date or any Term Assets Default Distribution Date or any Term Assets Redemption
Distribution Date.
"Extension Period": The period, up to ten (10) consecutive semiannual
interest distribution dates on the Term Assets, but not to extend beyond
December 15, 2026, in which Countrywide Home Loans, Inc., and consequently the
Term Assets Issuer, defers distributions on the Term Assets.
"Fixed Payment": Each equal semiannual installment of interest payable
on the Term Assets on each June 15 and December 15 or, if any such day is not a
Business Day, then the immediately following Business Day, commencing June 15,
2001 through and including December 15, 2026.
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"Interest Collections": With respect to any Distribution Date, all
payments received by the Trustee, during the Collection Period ending on such
Scheduled Distribution Date, in respect of (i) interest on the Term Assets and
(ii) penalties or other amounts required to be paid because of late payments on
the Term Assets.
"Junior Subordinated Debentures": Means the 8% Junior Subordinated
Deferrable Interest Debentures due on the Maturity Date issued by Countrywide
Home Loans, Inc. which are owned by the Term Assets Issuer.
"Maturity Date": December 15, 2026.
"Payment Default": A default by the Term Assets Issuer in the payment
of any amount due on the Term Assets after the same becomes due and payable (and
the expiration of any applicable grace period on the Term Assets).
"Place of Distribution": New York, New York.
"Rating Agency": Each of Xxxxx'x Investors Service, Inc. ("Moody's"),
and Standard & Poor's Ratings Services ("S&P"), a division of The XxXxxx-Xxxx
Companies, Inc., and any successor to either of the foregoing. References to
"the Rating Agency" in the Agreement shall be deemed to be each such credit
rating agency.
"Record Date": With respect to any Distribution Date, the day
immediately preceding such Distribution Date.
"Scheduled Distribution Date": The fifteenth day of each June and
December or, if any such day is not a Business Day, then the immediately
following Business Day, commencing June 15, 2001, through and including December
15, 2026; provided, however, that payment on each Scheduled Distribution Date
shall be subject to prior payment of interest or principal, as applicable, on
the Term Assets.
"Specified Currency": United States Dollars.
"Tax Event": Tax Event means the receipt by the Term Assets Issuer of
an opinion of a nationally recognized independent tax counsel experienced in
such matters to the effect that, as a result of (i) any amendment to,
clarification of or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (ii) any judicial decision
or official administrative pronouncement, ruling, regulatory procedure, notice
or announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (iii) any amendment
to, clarification of or change in the administrative position or interpretation
of any Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental agency or regulatory body, irrespective of the manner in
which such amendment, clarification or change is made known, which amendment,
clarification or change is effective or such Administrative Action or decision
is announced, in each case, on or after December 11, 1996, there is more than an
insubstantial risk that (a) the Term Assets Issuer is, or will be within 90 days
of the date thereof, subject to United States federal income tax with respect to
interest accrued or received on the Junior Subordinated
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Debentures or subject to more than a de minimis amount of other taxes, duties or
other governmental charges, (b) any portion of interest payable by Countrywide
Home Loans, Inc. to the Term Assets Issuer on the Junior Subordinated Debentures
is not, or within 90 days of the date thereof will not be, deductible by
Countrywide Home Loans, Inc. for United States federal income tax purposes, or
(c) Countrywide Home Loans, Inc. could become liable to pay, on the next date on
which any amount would be payable with respect to the Junior Subordinated
Debentures, any additional interest as set forth in the indenture relating to
the Junior Subordinated Debentures.
"Term Assets": As of the Closing Date, $81,573,000 aggregate principal
amount of 8% Capital Trust Pass-Through Securities issued by the Term Assets
Issuer, sold to the Trustee by the Depositor and identified on Exhibit A hereto.
Additional Term Assets may also be sold to the Trustee from time to time
pursuant to Section 5 of this Series Supplement.
"Term Assets Default Distribution Date": The date on which the Trustee
makes a distribution of the proceeds received in connection with a recovery on
the Term Assets (in the case of Payment Default, after deducting any costs
incurred in connection therewith) following a Payment Default or an Acceleration
or other default with respect to the Term Assets.
"Term Assets Issuer": Countrywide Capital I, the sole asset of which
is the Junior Subordinated Debentures.
"Term Assets Payment Date": Unless the Extension Period is in effect,
the fifteenth day of each June and December, commencing on June 15, 2001 and
ending on December 15, 2026; provided, however, that if any Term Assets Payment
Date would otherwise fall on a day that is not a Business Day, such Term Assets
Payment Date will be the following Business Day.
"Term Assets Prospectus": The prospectus of the Term Assets Issuer,
dated December 10, 1996, as supplemented by a supplement thereto, dated December
11, 1996, with respect to the Term Assets.
"Term Assets Redemption Distribution Date": The date on which the
Trustee makes a distribution of the proceeds received upon a redemption of Term
Assets in accordance with their terms.
"Term Assets Trustee": The trustee for the Term Assets.
"Trust": CorTS(R)Trust II For Countrywide Capital I.
"Trust Termination Event": (a) the payment in full at maturity or upon
early redemption of the Certificates or (b) the distribution of the proceeds
received upon a recovery on the Term Assets (in the case of Payment Default,
after deducting the costs incurred in connection therewith) after a Payment
Default or an Acceleration thereof (or other default with respect to the Term
Assets).
"Voting Rights": The Certificateholders shall have 100% of the total
Voting Rights with respect to the Certificates, which Voting Rights shall be
allocated among all Holders
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of Certificates in proportion to the principal balances held by such Holders on
any date of determination.
Section 2. Creation and Declaration of Trust; Sale of Term Assets;
Acceptance by Trustee. (a) The Trust, of which the Trustee is the trustee, is
hereby created under the laws of the State of New York for the benefit of the
holders of the Certificates. The Trust shall be irrevocable.
(b) The Depositor, concurrently with the execution and delivery hereof
and pursuant to Section 2.1 of the Base Trust Agreement, has delivered or caused
to be delivered to the Trustee the Term Assets.
(c) The Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee on behalf and for the benefit of the holders of
the Certificates and the Trust, without recourse, the Term Assets. The Trustee
shall pay the purchase price for the Term Assets by delivering to, or at the
direction of, the Depositor, all of the Certificates on the Closing Date and
making the payment identified in Section 10(l) of this Series Supplement.
(d) The Trustee hereby (i) acknowledges such sale, deposit and
delivery, pursuant to subsections (b) and (c) above, and receipt by it of the
Term Assets, (ii) accepts the trusts created hereunder in accordance with the
provisions hereof and of the Base Trust Agreement but subject to the Trustee's
obligation, as and when the same may arise, to make any payment or other
distribution of the assets of the Trust as may be required pursuant to this
Series Supplement, the Base Trust Agreement and the Certificates, and (iii)
agrees to perform the duties herein or therein required and any failure to
receive reimbursement of expenses and disbursements under Section 13 hereof
shall not release the Trustee from its duties herein or therein.
Section 3. Designation. There is hereby created a Series of trust
certificates to be issued pursuant to the Base Trust Agreement and this Series
Supplement to be known as the "CorTS(R) Certificates." The Certificates shall be
issued in one class, in the amount set forth in Section 5 and with additional
terms set forth in Exhibit B to this Series Supplement. The Certificates shall
be issued in substantially the form set forth in Exhibit C to this Series
Supplement with such necessary or appropriate changes as shall be approved by
the Depositor and the Trustee, such approval to be manifested by the execution
and authentication thereof by the Trustee. The Certificates shall evidence
undivided ownership interests in the assets of the Trust, subject to the
liabilities of the Trust and shall be payable solely from payments or property
received by the Trustee on or in respect of the Term Assets.
Section 4. Date of the Certificates. The Certificates that are
authenticated and delivered by the Trustee to or upon Depositor Order on the
Closing Date shall be dated the Closing Date. All other Certificates that are
authenticated after the Closing Date for any other purpose under the Agreement
shall be dated the date of their authentication.
Section 5. Certificate Principal Balance and Denominations; Additional
Term Assets. On the Closing Date, up to 3,262,920 Certificates with a
Certificate Principal Balance of $81,573,000 may be authenticated and delivered
under the Base Trust Agreement and this Series
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Supplement. The Certificate Principal Balance shall initially equal the
principal amount of Term Assets sold to the Trustee and deposited in the Trust.
Such Certificate Principal Balance shall be calculated without regard to
Certificates authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Certificates pursuant to Sections 5.3, 5.4 or
5.5 of the Base Trust Agreement. The Depositor may sell to the Trustee
additional Term Assets on any date hereafter upon at least five (5) Business
Days notice to the Trustee and upon (i) satisfaction of the Rating Agency
Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale
of such additional Term Assets will not materially increase the likelihood that
the Trust would fail to qualify as a grantor trust under the Code. Upon such
sale to the Trustee, the Trustee shall deposit such additional Term Assets in
the Certificate Account, and shall authenticate and deliver to the Depositor, or
its order, Certificates in a Certificate Principal Balance equal to the
principal amount of such additional Term Assets. Any such additional
Certificates authenticated and delivered shall rank pari passu with any
Certificates previously issued in accordance with this Series Supplement.
Section 6. Currency of the Certificates. All distributions on the
Certificates will be made in the Specified Currency.
Section 7. Form of Securities. The Trustee shall execute and deliver
the Certificates in the form of one or more global certificates registered in
the name of DTC or its nominee.
Section 8. Reserved.
Section 9. Certain Provisions of Base Trust Agreement Not Applicable.
The provisions of Sections 2.3, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10, 3.11, 3.12,
5.16, 5.17, 6.1(c) through (e), 6.6 and 9.1 of the Base Trust Agreement and any
other provision of the Base Trust Agreement which imposes obligations on, or
creates rights in favor of, the Trustee or the Certificateholders as a result of
or in connection with an "Event of Default" or "Administrative Agent Termination
Event" shall be inapplicable with respect to the Certificates. In addition,
there is no "Administrative Agent" specified herein, and all references to
"Administrative Agent" in the Base Trust Agreement therefor shall be
inapplicable with respect to the Certificates.
Section 10. Distributions.
(a) On each Scheduled Distribution Date, the Trustee shall distribute
to the Certificateholders the related Fixed Payment, to the extent of Interest
Collections, and on the Maturity Date shall distribute to the Certificateholders
the principal balance of the Certificates (in the amount of $81,573,000), to the
extent the principal of the Term Assets is received by the Trustee on such date,
and all other amounts held in Trust; provided, however, if any such payment with
respect to the Term Assets is made to the Trustee after the Term Assets Payment
Date on which such payment was due, the Trustee shall distribute such amount
received on the Business Day following such receipt. In the event the Extension
Period is in effect, interest on the Certificates will continue to accrue so
long as interest on the Junior Subordinated Debentures continues to so accrue,
at a rate of 8% per annum, compounded semi-annually, but the Trustee
6
shall not be required to make any distributions on the Certificates until the
next Scheduled Distribution Date following the end of the Extension Period.
(b) In the event of a Payment Default, the Trustee shall proceed
against the Term Assets Issuer on behalf of the Certificateholders to enforce
the Term Assets or otherwise to protect the interests of the Certificateholders,
subject to the receipt of indemnity in form and substance satisfactory to the
Trustee; provided that, holders of the Certificates representing a majority of
the Voting Rights on the Certificates will be entitled to direct the Trustee in
any such proceeding or direct the Trustee to sell the Term Assets, subject to
the Trustee's receipt of satisfactory indemnity. If the Trustee is directed to
sell the Term Assets, the Trustee shall solicit bids for the sale of the Term
Assets with settlement thereof on or before the third (3rd) Business Day after
such sale from three leading dealers in the relevant market. Any of the
following dealers shall be deemed to qualify as leading dealers: (1) Credit
Suisse First Boston Corporation, (2) Xxxxxxx, Xxxxx & Co., (3) Xxxxxx Brothers
Inc., (4) Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, (5) UBS Securities
LLC and (6) Xxxxxxx Xxxxx Xxxxxx Inc.; provided, however, that no bid from
Xxxxxxx Xxxxx Xxxxxx Inc. or any affiliate thereof shall be accepted unless such
bid equals the then fair market value of such Term Assets. The Trustee shall not
be responsible for the failure to obtain a bid so long as it has made reasonable
efforts to obtain bids. If a bid for the sale of the Term Assets has been
accepted by the Trustee but the sale has failed to settle on the proposed
settlement date, the Trustee shall request new bids from such leading dealers.
In the event of an Acceleration and a corresponding payment on the Term Assets,
the Trustee shall distribute the proceeds to the Certificateholders no later
than two (2) Business Days after the receipt of immediately available funds.
(c) In the event that the Trustee receives money or other property in
respect of the Term Assets (other than a scheduled payment on or with respect to
an interest payment date) as a result of a Payment Default on the Term Assets
(including from the sale thereof), the Trustee will promptly give notice as
provided in Section 18(c) to the Depositary, or for any Certificates which are
not then held by DTC or any other depository, directly to the registered holders
of the Certificates then outstanding and unpaid. Such notice shall state that,
not later than 30 days after the receipt of such moneys or other property, the
Trustee will allocate and distribute such moneys or other property to the
holders of Certificates then outstanding and unpaid, pro rata by principal
amount (after deducting the costs incurred in connection therewith and subject
to clause (l) of this Section 10). Property other than cash will be liquidated
by the Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to Certificateholders.
In-kind distribution of Term Assets to Certificateholders will be deemed to
reduce the principal amount of Certificates on a dollar-for-dollar basis.
Following such in kind distribution, all Certificates will be cancelled. Other
than as provided in clause (l) below, no amounts will be distributed to the
Depositor in respect of the Term Assets.
(d) Distributions to the Certificateholders on each Distribution Date
will be made to the Certificateholders of record on the Record Date.
(e) All distributions to Certificateholders shall be allocated pro
rata among the Certificates based on their respective principal balances as of
the Record Date.
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(f) Notwithstanding any provision of the Agreement to the contrary, to
the extent funds are available, the Trustee will initiate payment in immediately
available funds by 10:00 A.M. (New York City time) on each Distribution Date of
all amounts payable to each Certificateholder with respect to any Certificate
held by such Certificateholder or its nominee (without the necessity for any
presentation or surrender thereof or any notation of such payment thereon) in
the manner and at the address as each Certificateholder may from time to time
direct the Trustee in writing fifteen (15) days prior to such Distribution Date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made. The Trustee shall be entitled to rely on
the last instruction delivered by the Certificateholder pursuant to this Section
10(f) unless a new instruction is delivered fifteen (15) days prior to a
Distribution Date.
(g) Upon receipt by the Trustee of a notice that all or a portion of
the Term Assets are to be redeemed, the Trustee shall select by lot an equal
principal amount of Certificates for redemption and establish the Term Assets
Redemption Distribution Date. Notice of such redemption shall be given by the
Trustee to the registered Certificateholders not less than fifteen (15) days
prior to the Term Assets Redemption Distribution Date by mail to each registered
Certificateholder at such registered Certificateholder's last address on the
register maintained by the Trustee, provided, however, that the Trustee shall
not be required to give any notice of redemption prior to the third Business Day
after the date it receives notice of such redemption. The redemption price for
Certificates redeemed pursuant to an Optional Redemption (as defined below) or a
Tax Event Redemption (as defined below) is set forth below in Section 10(h) of
this Series Supplement.
(h) For informational purposes only, the Term Assets as originally
issued are redeemable, in whole or in part on or after December 15, 2006, on not
less than 30 nor more than 60 days' notice, at the option of the Term Assets
Issuer (such redemption, an "Optional Redemption"). In addition, if a Tax Event
occurs and is continuing, within 90 days following the occurrence of such Tax
Event, the Term Assets Issuer will, except in certain limited circumstances
described in the documentation governing the Term Assets, be dissolved and the
Junior Subordinated Debentures will be distributed pro rata to the holders of
the Term Assets. Upon receiving notification of such dissolution and
distribution, the Trustee shall provide prompt notice of such dissolution and
distribution to the Rating Agency. If, after a Tax Event has occurred,
Countrywide Home Loans, Inc. receives an opinion of nationally recognized
independent tax counsel experienced in such matters that, as a result of such
Tax Event, there is more than an insubstantial risk that Countrywide Home Loans,
Inc. would be precluded from deducting the interest on the Junior Subordinated
Debentures for United States income tax purposes, even if the Junior
Subordinated Debentures were distributed to the holders of the Term Assets in
liquidation of such holders' interest in the Term Assets Issuer, then within 90
days following the occurrence of such Tax Event and on not less than 30 nor more
than 60 days' notice, the Countrywide Home Loans, Inc. will have the right to
prepay the Junior Subordinated Debentures in whole or in part and therefore
cause a mandatory redemption of the Term Assets (such redemption, a "Tax Event
Redemption"). The redemption price in the case of an Optional Redemption or a
Tax Event Redemption of the Term Assets will be equal to the par amount of, plus
accrued interest on, the Term Assets being redeemed.
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(i) In the event that the Trustee is notified by the Term Assets
Issuer that the Term Assets are to be redeemed in exchange for a distribution of
Junior Subordinated Debentures upon the occurrence of a Tax Event, the Trustee
shall deliver the Terms Assets to the Term Assets Issuer in exchange for Junior
Subordinated Debentures and the Debt Guarantee with an aggregate principal
amount equal to the aggregate principal amount of the Term Assets. Such exchange
shall not cause the Certificates to be redeemed. The Trust shall hold the Junior
Subordinated Debentures for the benefit of the Certificateholders in accordance
with the terms hereof and under the Base Trust Agreement.
(j) The holder of a Certificate which is redeemed will receive, on the
Term Assets Redemption Distribution Date, a payment equal to its pro rata share
of the distributions made on the Term Assets pursuant to an Optional Redemption
or a Tax Event Redemption as set forth above.
(k) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Series Supplement. The Trustee
shall in no way be responsible or liable to the Certificateholders nor shall any
Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective principal balances.
(l) On the Closing Date, as partial payment for the Term Assets, the
Trustee shall deliver to, or at the direction of, the Depositor all of the
Certificates. On June 15, 2001, as payment of the balance of the purchase price
for the Term Assets, the Trustee shall pay to the Depositor from the Fixed
Payment received on such date the amount of the interest accrued on the Term
Assets from December 15, 2000 to but not including the Closing Date, which
amount equals $1,069,512.67. In the event that the Fixed Payment is not received
on such date or otherwise is insufficient to pay such amount of accrued interest
to the Depositor, the Depositor shall have a claim for the unpaid portion of
such amount and shall share pari passu with Certificateholders to the extent of
such claim in the proceeds from the sale of the Term Assets.
Section 11 . Termination of Trust. (a) The Trust shall terminate upon
the occurrence of any Trust Termination Event.
(b) Except for any reports and other information required to be
provided to Certificateholders hereunder and under the Base Trust Agreement and
except as otherwise specified herein and therein, the obligations of the Trustee
will terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them and the disposition of all Term Assets held
by the Trustee. The Trust shall thereupon terminate, except for surviving rights
of indemnity.
Section 12 . Limitation of Powers and Duties. (a) The Trustee shall
administer the Trust and the Term Assets solely as specified herein and in the
Base Trust Agreement.
(b) The Trust is constituted solely for the purpose of acquiring and
holding the Term Assets. The Trustee is not authorized to acquire any other
investments or engage in any activities not authorized herein and, in
particular, unless expressly provided in the Agreement,
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the Trustee is not authorized (i) to sell, assign, transfer, exchange, pledge,
set-off or otherwise dispose of any of the Term Assets, once acquired, or
interests therein, including to Certificateholders, (ii) to merge or consolidate
the Trust with any other entity, or (iii) to do anything that would materially
increase the likelihood that the Trust will fail to qualify as a grantor trust
for United States federal income tax purposes. In addition, the Trustee has no
power to create, assume or incur indebtedness or other liabilities in the name
of the Trust other than as contemplated herein and in the Base Trust Agreement.
(c) The parties acknowledge that the Trustee, as the holder of the
Term Assets, has the right to vote and give consents and waivers in respect of
the Term Assets and enforce the other rights, if any, of a holder of the Term
Assets, except as otherwise limited by the Base Trust Agreement or this Series
Supplement. In the event that the Trustee receives a request from the Term
Assets Trustee, the Term Assets Issuer or, if applicable, the Depositary with
respect to the Term Assets, for the Trustee's consent to any amendment,
modification or waiver of the Term Assets, or any document relating thereto, or
receives any other solicitation for any action with respect to the Term Assets,
the Trustee shall within two (2) Business Days mail a notice of such proposed
amendment, modification, waiver or solicitation to each Certificateholder of
record as of the date of such request. The Trustee shall request instructions
from the Certificateholders as to what action to take in response to such
request and shall be protected in taking no action if no direction is received.
Except as otherwise provided herein, the Trustee shall consent or vote, or
refrain from consenting or voting, in the same proportion (based on the
principal balances of the Certificates) as the Certificates of the Trust were
actually voted or not voted by the Holders thereof as of the date determined by
the Trustee prior to the date such vote or consent is required; provided,
however, that, notwithstanding anything to the contrary in the Base Trust
Agreement or this Series Supplement, the Trustee shall at no time vote in favor
of or consent to any matter (i) which would alter the timing or amount of any
payment on the Term Assets (including, without limitation, any demand to
accelerate the Term Assets) or (ii) which would result in the exchange or
substitution of any Term Asset whether or not pursuant to a plan for the
refunding or refinancing of such Term Asset, except in each case with the
unanimous consent of the Certificateholders and subject to the requirement that
such vote would not materially increase the likelihood that the Trust will fail
to qualify as a grantor trust for federal income tax purposes, such
determination to be based solely on an Opinion of Counsel. The Trustee shall
have no liability for any failure to act or to refrain from acting resulting
from the Certificateholders' late return of, or failure to return, directions
requested by the Trustee from the Certificateholders.
(d) Notwithstanding any provision of the Agreement to the contrary,
the Trustee may require from the Certificateholders prior to taking any action
at the direction of the Certificateholders, an indemnity agreement of a
Certificateholder or any of its Affiliates to provide for security or indemnity
against the costs, expenses and liabilities the Trustee may incur by reason of
any such action. An unsecured indemnity agreement, if acceptable to the Trustee,
shall be deemed to be sufficient to satisfy such security or indemnity
requirement.
(e) Notwithstanding any provision of the Agreement to the contrary,
the Trustee shall act as the sole Authenticating Agent, Paying Agent, and
Registrar.
Section 13 . Compensation of Trustee. Each of the Trustee and U.S.
Bank National Association, as co-trustee (the "co-trustee") shall be entitled to
receive from the
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Depositor as compensation for its services hereunder, trustee's fees pursuant to
a separate agreement among the Trustee, the co-trustee and the Depositor, and
shall be reimbursed for all reasonable expenses, disbursements and advances
incurred or made by it (including the reasonable compensation, disbursements and
expenses of its counsel and other persons not regularly in its employ). The
Depositor shall indemnify and hold harmless each of the Trustee and the
co-trustee and its successors, assigns, agents and servants against any and all
loss, liability or reasonable expense (including attorney's fees) incurred by it
in connection with the administration of this trust and the performance of its
duties thereunder. The Trustee and the co-trustee shall notify the Depositor
promptly of any claim for which they may seek indemnity. Failure by the Trustee
and the co-trustee to so notify the Depositor shall not relieve the Depositor of
its obligations hereunder. The Depositor need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee or the
co-trustee through the Trustee's or co-trustee's own willful misconduct,
negligence or bad faith. The indemnities contained in this Section 13 shall
survive the resignation or termination of the Trustee or the co-trustee or the
termination of this Agreement.
Failure by the Depositor to pay, reimburse or indemnify the Trustee or
the co-trustee shall not entitle the Trustee to any payment, reimbursement or
indemnification from the Trust, nor shall such failure release the Trustee from
the duties it is required to perform under this Series Supplement. Any unpaid,
unreimbursed or unindemnified amounts shall not be borne by the Trust and shall
not constitute a claim against the Trust, but shall be borne by each of the
Trustee or the co-trustee in its individual capacity, and the Trustee and the
co-trustee shall have no recourse against the Trust with respect thereto.
Section 14 . Modification or Amendment. The Trustee shall not enter
into any modification or amendment of the Base Trust Agreement or this Series
Supplement unless such modification or amendment is in accordance with Section
10.1 of the Base Trust Agreement. Pursuant to Section 5 of this Series
Supplement, the Depositor may sell to the Trustee additional Term Assets from
time to time without violation or trigger of this Section 14.
Section 15 . Accounting. Notwithstanding Section 3.16 of the Base
Trust Agreement, Independent Public Accountants' Administration Report, no such
accounting reports shall be required. Pursuant to Section 4.2 of the Base Trust
Agreement, Reports to Certificateholders, the Trustee shall cause the statements
to be prepared and forwarded as provided therein.
Section 16 . No Investment of Amounts Received on Term Assets. All
amounts received on or with respect to the Term Assets shall be held uninvested
by the Trustee.
Section 17 . No Event of Default. There shall be no Events of Default
defined with respect to the Certificates.
Section 18 . Notices. (a) All directions, demands and notices
hereunder and under the Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered or mailed by first
class mail, postage prepaid or by express delivery service or by certified mail,
return receipt requested or delivered in any other manner specified herein, (i)
in the case of the Depositor, to Structured Products Corp., 390 Greenwich
11
Street, 6th Floor, New York, New York 10013, Attention: Secretary, or such other
address as may hereafter be furnished to the Trustee in writing by the
Depositor, and (ii) in the case of the Trustee, to U.S. Bank Trust National
Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust, facsimile number (000) 000-0000, or such other address as may
hereafter be furnished to the Depositor in writing by the Trustee.
(b) For purposes of delivering notices to the Rating Agency under
Section 10.07, of the Base Trust Agreement, Notice to Rating Agency, or
otherwise, such notices shall be mailed or delivered as provided in such Section
10.07, Notice to Rating Agency, to: Standard & Poor's Ratings Services, 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and Xxxxx'x Investors Service, Inc.,
Structured Derivative Products, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or
such other address as the Rating Agency may designate in writing to the parties
hereto.
(c) In the event a Payment Default or an Acceleration occurs, the
Trustee shall promptly give notice to the Depositary or, for any Certificates
which are not then held by the Depositary or any other depository, directly to
the registered holders of the Certificates thereof. Such notice shall set forth
(i) the identity of the issue of Term Assets, (ii) the date and nature of such
Payment Default or Acceleration, (iii) the principal amount of the interest or
principal in default, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.
(d) Notwithstanding any provisions of the Agreement to the contrary,
the Trustee shall deliver all notices or reports required to be delivered to or
by the Trustee or the Depositor to the Certificateholders without charge to such
Certificateholders.
Section 19 . Access to Certain Documentation. Access to documentation
regarding the Term Assets will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Base Trust
Agreement, Access to Certain Documentation. Additionally, the Trustee shall
provide at the request of any Certificateholder without charge to such
Certificateholder the name and address of each Certificateholder of Certificates
hereunder as recorded in the Certificate Register for purposes of contacting the
other Certificateholders with respect to their rights hereunder or for the
purposes of effecting purchases or sales of the Certificates, subject to the
transfer restrictions set forth herein.
Section 20 . Advances. There is no Administrative Agent specified
herein; hence no person (including the Trustee) shall be permitted or obligated
to make Advances as described in Section 4.3 of the Base Trust Agreement,
Advances.
Section 21 . Ratification of Agreement. With respect to the Series
issued hereby, the Base Trust Agreement (including the grant of a security
interest in Section 10.8 of the Base Trust Agreement with respect to the Term
Assets conveyed hereunder), as supplemented by this Series Supplement, is in all
respects ratified and confirmed, and the Base Trust Agreement as so supplemented
by this Series Supplement shall be read, taken and construed as one and the same
instrument. To the extent there is any inconsistency between the terms of the
Base Trust Agreement and this Series Supplement, the terms of this Series
Supplement shall govern.
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Section 22. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
Section 23. Governing Law. This Series Supplement and each Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely therein without reference to such State's principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 24. Appointment of Co-Trustee.. The Depositor and the Trustee
hereby appoint U.S. Bank National Association, a national banking association,
as co-trustee under the Agreement. Any action required to be taken by the
Trustee may be taken by U.S. Bank National Association, as co-trustee, in full
satisfaction of the obligations of the Trustee. By its acceptance of this Series
Supplement, U.S. Bank National Association hereby accepts its appointment as
co-trustee under the Agreement.
Section 25. Certificate of Compliance. The Depositor shall deliver to
the Trustee on or prior to June 30 of each year prior to a Trust Termination
Event the Officer's Certificate as to compliance as required by Section 6.1(b)
of the Base Trust Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Series Trust
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
STRUCTURED PRODUCTS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Authorized Signatory
U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Responsible Officer
ACCEPTED AND ACKNOWLEDGED BY:
U.S. Bank National Association,
as Co-Trustee
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Responsible Officer
EXHIBIT A
IDENTIFICATION OF THE TERM ASSETS AS OF CLOSING DATE
Issuer: Countrywide Capital I
Term Assets: 8% Capital Trust Pass-Through Securities
due December 15, 2026
Maturity Date: December 15, 2026
Original Principal Amount Issued: $300,000,000
CUSIP No.: 000000XX0
Stated Interest Rate: 8% per annum
Interest Payment Dates: June 15 and December 15
Optional Redemption: The Term Assets, are redeemable, in whole
or in part, on or after December 15, 2006,
at the option of the Term Assets Issuer,
on not less than 30 nor more than 60 days
notice, at a price equal to the par amount
of, plus accrued interest, on the Term
Assets being redeemed.
Tax Event Redemption: The Term Assets are redeemable, in
Redemption: whole or in part, at any time
by the Term Assets Issuer if certain
adverse tax events occur with respect to
Countrywide Home Loans, Inc.
Principal Amount of Underlying
Capital Securities Deposited
Under Trust Agreement: $81,573,000
The Term Assets will be held by the Trustee as book-entry credits to an account
of the Trustee or its agent at The Depository Trust Company, New York, New York
("DTC").
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EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Maximum Number of CorTS(R)
Certificates Up to 3,262,920
Aggregate Principal Amount
of CorTS(R)Certificates: $81,573,000
Authorized Denomination: $25 and integral multiples thereof
Rating Agencies: Standard & Poor's Ratings Services, and
Xxxxx'x Investors Service, Inc.
Closing Date: February 14, 2001
Distribution Dates: June 15 and December 15, the Maturity
Date, any Term Assets Redemption
Distribution Date or any Term Assets
Default Distribution Date.
Interest Rate: 8%
Maturity Date: December 15, 2026
Record Date: With respect to any Distribution Date, the
day immediately preceding such
Distribution Date.
Trustee's Fees: The Trustee's fees shall be payable by the
Depositor pursuant to a separate fee
agreement between the Trustee and the
Depositor.
Initial Certificate Registrar: U.S. Bank Trust National Association
Corporate Trust Office: U.S. Bank Trust National Association 000
Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx
00000 Attention: Corporate Trust
Department, Regarding CorTS(R)Trust II For
Countrywide Capital I
B-1
EXHIBIT C
FORM OF CERTIFICATES
THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CERTIFICATE NUMBER R-1 3,262,92 Certificates
CUSIP: 22080Y 20 1 $81,573,000 Certificate Principal Amount
CORTS(R) CERTIFICATES
evidencing an undivided interest in the Trust, as defined below, the assets of
which include Countrywide Capital I 8% Capital Trust Pass-Through Securities due
December 15, 2026.
This Certificate does not represent an interest in or obligation of the
Depositor or any of its affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in CorTS(R)Trust II For
Countrywide Capital I (the "Trust") formed by Structured Products Corp., as
depositor (the "Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of
December 15, 2000 (the "Agreement"), between the Depositor and U.S. Bank Trust
National Association, a national banking association, not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the CorTS(R)
Supplement 2001-6 dated as of February 14, 2001 (the "Series Supplement" and,
together with the Agreement, the "Trust Agreement"), between the Depositor and
the Trustee. This Certificate does not purport to summarize the Trust Agreement
and reference is hereby made to the Trust Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee with respect
hereto. A copy of the Trust Agreement may be obtained
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from the Trustee by written request sent to the Corporate Trust Office.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated
as "CorTS(R) Certificates" (herein called the "Certificate" or "Certificates").
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The assets of the Trust include the Term Assets and all proceeds of
the Term Assets. Additional Term Assets may be sold to the Trustee and
additional Certificates may be authenticated and delivered from time to time as
provided in the Trust Agreement, which additional Certificates shall rank pari
passu with all other Certificates issued in accordance with the Series
Supplement.
Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in whose
name this Certificate is registered at the close of business on the related
Record Date, such Certificateholder's fractional undivided interest in the
amount of distributions of the Term Assets to be distributed to
Certificateholders on such Distribution Date. Unless an Extension Period is in
effect, the Term Assets will pay interest on June 15 and December 15 of each
year with the next interest payment date occurring on June 15, 2001. The
principal of the Term Assets is scheduled to be paid on December 15, 2026.
The distributions in respect of this Certificate are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts as set forth in the Series
Trust Agreement.
It is the intent of the Depositor and the Certificateholders that the
Trust will be classified as a grantor trust under subpart E, Part I of
subchapter J of the Internal Revenue Code of 1986, as amended. Except as
otherwise required by appropriate taxing authorities, the Depositor and the
Trustee, by executing the Trust Agreement, and each Certificateholder, by
acceptance of a Certificate, agrees to treat, and to take no action inconsistent
with the treatment of, the Certificates for such tax purposes as interests in a
grantor trust and the provisions of the Trust Agreement shall be interpreted to
further this intention of the parties.
Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder shall not, prior to the date which is one
year and one day after the termination of the Trust Agreement, acquiesce,
petition or otherwise invoke or cause the Depositor to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining a
case against the Depositor under any federal or state bankruptcy, insolvency,
reorganization or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Depositor or
any substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Depositor.
The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
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Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Trustee by manual signature, this
Certificate shall not entitle the Holder hereof to any benefit under the Trust
Agreement or be valid for any purpose.
A copy of the Trust Agreement is available upon request and all of its
terms and conditions are hereby incorporated by reference and made a part
hereof.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
C-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Trustee and
Authenticating Agent
By:
--------------------------------
Authorized Signatory
C-4
