EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 141
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 16, 1998 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 141, and all subsequent Series, the following sections
of the Indenture are amended as follows:
(a) Section 1.1(8) is hereby amended in its entirety to read
as follows:
"(8) "Evaluation Time" shall mean 12:00 p.m. New York Time
on the Business Day prior to the Date of Deposit and 2:00
p.m. New York Time thereafter."
(b) 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.
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295222.1
(c) Section 3.1 is hereby amended by revising it in its
entirety to read as follows:
"Section 3.1. Initial Cost. Subject to reimbursement by
Unitholders to the Depositors of the estimated per-Unit amount
set forth in the Prospectus, the cost of organizing the Trust
and sale of the Trust Units shall be borne by the Depositors,
provided, however, that the liability on the part of the
Depositors under this section shall not include any fees or
other expenses incurred in connection with the administration
of the Trust subsequent to the deposit referred to in Section
2.1. As used herein, the Depositors' reimbursable expenses of
organizing the Trust and sale of the Trust Units shall include
the cost of the initial preparation and typesetting of the
registration statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents relating to
the Trust, SEC and state blue sky registration fees, the cost
of the initial valuation of the portfolio and audit of the
Trust, the initial fees and expenses of the Trustee, and legal
and other out-of-pocket expenses related thereto but not
including the expenses incurred in the printing of preliminary
prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other advertising
materials and any other selling expenses."
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295222.1
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 the Prospectus
related to Empire State Municipal Exempt Trust, Guaranteed Series 141 have been
deposited in trust under this Indenture (See "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture is the Schedule of Securities or
Schedule A).
(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 8,000.
(c) The fiscal year for the Trust shall end on May 31 of each
year.
(d) All Certificateholders of record on August 15, 1998 (the
"First Monthly Record Date") who have selected the monthly distribution plan,
will receive a distribution to be made on or shortly after September 1, 1998
(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, 1998 to all Certificateholders of record on November 15, 1998 who
have selected the semi-annual distribution plan, and thereafter distributions
will be made semi-annually.
(e) The First Settlement Date shall mean July 21, 1998.
(f) The number of Units referred to in Section 2.3 is 8,000.
(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 1.21 per $1,000 principal amount of Bonds for that portion of the Trust
under the monthly distribution plan and $.81 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 $.25 per $1,000 principal amount of Bonds
in the Trust.
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(j) For purposes of Section 9.2, the Mandatory Termination
Date for the Trust is December 31, 2047.
(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]
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295222.1
GLICKENHAUS & CO.
By /s/ Xxxxxxx Xxxxx
----------------------------
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 Xxxx Xxxxxxx, 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 16th day of July, 1998.
/s/ Xxxxx Xxxxx
---------------------------
Notary Public
XXXXX XXXXX
Notary Public, State of New York
No. 02V05019906
Qualified in Bronx County
Commission Expires November 1, 1999
[SEAL]
313665.1
Lebenthal & Co., Inc.
By: /s/Xxxxx XxXxxxx
---------------------------
Authorized Officer
ATTEST:
By: /s/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 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 16th day of July, 1998.
/s/ Xxxxx Xxxxx
--------------------------
Notary Public
XXXXX XXXXX
Notary Public, State of New York
No. 02V05019906
Qualified in Bronx County
Commission Expires November 1, 1999
[SEAL]
313665.1
THE BANK OF NEW YORK, Trustee
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Vice President
ATTEST:
By: /s/ Xxxxxxx Xxxxx
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxxxxx X. Xxxxx, Xx., a Notary Public in and for the said County in
the State aforesaid, do hereby certify that Xxxxxxx Xxxxx and Xxxxxx Xxxxxxxx,
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, 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 1st day of July, 1998.
/s/ Xxxxxxxx X. Xxxxx, Xx.
--------------------------
Notary Public
[SEAL]
My commission expires: April 30, 1999
313665.1
XXXXXX DATA CORPORATION, Evaluator
By: /s/Xxx Xxxxxxxx
-----------------------------
Xxx Xxxxxxxx
Chief Operating Officer
[Seal]
ATTEST:
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Vice President
313665.1
