PUBLIC STEERS(R) SERIES 1999 REN-C1 TRUST
SERIES SUPPLEMENT
between
XXXXXXX XXXXX DEPOSITOR, INC.,
as Depositor,
and
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee and Securities Intermediary
Dated as of November 19, 1999
SERIES 1999 REN-C1 SUPPLEMENT, dated as of November 19, 1999
(the "Supplement"), by and between XXXXXXX XXXXX DEPOSITOR, INC., a Delaware
corporation, as Depositor, UNITED STATES TRUST COMPANY OF NEW YORK, a New York
corporation, as Trustee and Securities Intermediary.
W I T N E S S E T H:
WHEREAS, the Depositor desires to create the Trust designated
herein (the "Trust") by executing and delivering this Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
February 20, 1998 (the "Standard Terms" and, together with this Supplement, the
"Trust Agreement"), by and between the Depositor and the Trustee and Securities
Intermediary, as modified by this Supplement;
WHEREAS, the Depositor desires to deposit the Underlying
Securities set forth on Schedule I attached hereto into the Trust;
WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, it is desired to provide for the
issuance of the Certificates evidencing undivided interests in the Trust; and
WHEREAS, the Trustee has joined in the execution of the
Standard Terms and this Supplement to evidence the acceptance by the Trustee of
the Trust;
WHEREAS, the Securities Intermediary has joined in the
execution of the Standard Terms and this Supplement to evidence the acceptance
by the Securities Intermediary of its obligations thereunder and hereunder;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee and Securities Intermediary as follows:
Section 1. Incorporation of Standard Terms. (a) All of the
provisions of the Standard Terms, a copy of which is attached hereto as Exhibit
A, are hereby incorporated herein by reference in their entirety and this
Supplement and the Standard Terms shall form a single agreement among the
parties. In the event of any inconsistency between the provisions of this
Supplement and the provisions of the Standard Terms, the provisions of this
Supplement will control with respect to the transactions described herein.
Section 2. Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms shall have the
respective meanings set forth below for all purposes under this Supplement
(Section 2(b) hereof sets forth terms listed in the Standard
2
Terms that are not applicable to this Series). Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Standard Terms.
"Allocation Ratio": The allocation amongst the
Certificateholders in accordance with their pro rata interests in the
Certificates.
"Business Day": Any day that is not a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies in the
City of New York are authorized or obligated by law, regulation or executive
order to close and that also is specified as a Business Day with respect to the
Underlying Securities.
"Certificates": The 1,000,000 trust certificates issued in a
stated amount of $25 each and entitled to receive on each Distribution Date
until the Final Scheduled Distribution Date distributions at a rate of 8.54% per
annum on their stated amount.
"Closing Date": November 19, 1999.
"Collection Period": (i) With respect to each March 1
Distribution Date, the period beginning on the day after the September 1
Distribution Date of the previous year and ending on such March 1 Distribution
Date, inclusive, except for the March 1, 2000 Distribution Date, as to which the
Collection Period shall be the period beginning on the Cut-off Date and ending
on such March 1, 2000 Distribution Date, inclusive, and (ii) with respect to
each September 1 Distribution Date, the period beginning on the day after the
March 1 Distribution Date of that year and ending on such September 1
Distribution Date, inclusive; provided, however, that clauses (i) and (ii) shall
be subject to Section 9(c) hereof.
"Corporate Trust Office": The office of the Trustee located at
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate
Trust Department; provided, however, that the office at which certificated
securities are delivered for registration of transfer, cancellation or exchange
shall be the office of the Trustee, located at 000 Xxxxxxxx, Xxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
"Cut-off Date": November 19, 1999.
"Depository": The Depository Trust Company, its nominees and
their respective successors.
"Distribution Date": March 1 and September 1 of each year (or
if such date is not a Business Day, the next succeeding Business Day),
commencing on March 1, 2000 and ending on the Final Scheduled Distribution Date.
3
"Distribution Election": Upon notice of the event set forth in
clause (a) of Section 3.04 of the Standard Terms, the Trustee shall exercise the
remedy set forth in clause (i) of such Section; upon notice of the event set
forth in clause (b) or (c) of Section 3.04 of the Standard Terms, the Trustee
shall exercise the remedy set forth in clause (ii) of such Section.
"Eligible Investments": As defined in the Standard Terms;
provided, however, that (i) the minimum required rating for long-term
instruments will be equal to the lower of the rating of the Underlying
Securities or the Trust Certificates, and (ii) the rating of any short-term
instruments will be A-1+ by S&P and P1 by Moody's; and provided, further, that
any such investment matures no later than the Business Day prior to the next
succeeding Distribution Date.
"Event of Default": (i) A default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any applicable grace period), (ii) a default in the payment of the
principal of or any installment of principal of any Underlying Security when the
same becomes due and payable and (iii) any other event specified as an event of
default in the Underlying Securities Indenture. For a summary of certain events
of default in the Underlying Securities Indenture, please refer to the
Prospectus Supplement.
"Final Scheduled Distribution Date": March 1, 2027.
"Fixed Pass-Through Rate": 8.54% per annum.
"Ordinary Expenses": The compensation due to the Trustee for
Ordinary Expenses as defined in the Standard Terms, which, with respect to
Ordinary Expenses other than those referred to in clause (iii) of such
definition and other than the costs of converting to XXXXX format the periodic
reports required for the Trust under the Exchange Act, shall be fixed at $2,000
per annum (payable in semi-annual installments of $1,000).
"Pass-Through Rate": The Fixed Pass-Through Rate.
"Prepaid Ordinary Expenses": Zero (0).
"Prospectus Supplement": The Prospectus Supplement, dated
November 5, 1999, relating to the Certificates.
"Rating Agency": Moody's.
"Record Date": The day immediately preceding each Distribution
Date.
"Series": Public STEERS(R) Trust Certificates, Series 1999
REN-C1.
4
"Underlying Securities": The 25,000 8.54% Series B Capital
Securities (liquidation value $1,000 per Capital Security) issued by the
Underlying Securities Issuer and guaranteed by the Underlying Securities
Guarantor, as described in Schedule I hereto.
"Underlying Securities Guarantor": RenaissanceRe Holdings
Ltd., a Bermuda company.
"Underlying Securities Issuer": RenaissanceRe Capital Trust, a
Delaware statutory business trust.
(b) The terms listed below are not applicable to this Series.
"Accounting Date"
"Administration Account"
"Administrative Agent"
"Administration Agreement"
"Administrative Agent Termination Event"
"Advance"
"Credit Support"
"Credit Support Instrument"
"Credit Support Provider"
"Eligible Expense"
"Exchange Rate Agent"
"Floating Pass-Through Rate"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
5
"Notional Amount"
"Optional Exchange Date"
"Related Assets"
"Reserve Account"
"Requisite Reserve Amount"
"Retained Interest"
"Surety Bond"
"Swap Agreement"
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
"Swap Guarantor"
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. (a) The
Trust created hereby shall be known as the "Public STEERS(R) Series 1999 REN-C1
Trust". The Certificates evidencing certain undivided ownership interests
therein shall be known as the "Public STEERS(R) Trust Certificates, Series 1999
REN-C1".
(b) The Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit B. The Certificates shall be issued in authorized denominations of $25
(the "Authorized Denomination") and integral multiples thereof. Except as
provided in the Standard Terms, the Trust shall not issue additional
Certificates or incur any indebtedness.
(c) On each Distribution Date, commencing on March 1, 2000 and
ending on the Final Scheduled Distribution Date (or such earlier date if the
Underlying Securities are
6
redeemed prior to the Final Scheduled Distribution Date), the Certificates will
be entitled to receive distributions at a rate of 8.54% per annum on the stated
amount of the Certificates.
(d) On the Final Scheduled Distribution Date, the Certificates
will be entitled to a distribution of the stated amount of such Certificates.
(e) Any reference to the principal amount of the Certificates
shall be construed as a reference to the stated amount of the Certificates,
unless otherwise indicated.
Section 4. Satisfaction of Conditions to Initial Execution and
Delivery of Trust Certificates. The Trustee hereby acknowledges receipt, on or
prior to the Closing Date, of:
(i) the Underlying Securities set forth on Schedule I
hereto; and
(ii) all documents set forth in Section 5.12 of the Standard
Terms except that clauses (v), (vi) and (vii) of Section 5.12(a)
shall not apply to this Series.
Section 5. Distributions. On each Distribution Date, the
Trustee shall apply solely to the extent of Available Funds in the Certificate
Account as follows:
(i) first, to the Trustee, reimbursement for any approved
Extraordinary Trust Expenses incurred by the Trustee in
accordance with Section 6(b) hereof and approved by not less than
100% of the Certificateholders;
(ii) second, to the Certificateholders, distributions
accrued during the related Collection Period at the rate of 8.54%
per annum on the stated amount of such Certificates and
distributable on such Certificates on such Distribution Date;
(iii) third, to the Certificateholders, if available, any
additional distribution owed and paid by the Underlying
Securities Issuer as a result of a delay in the receipt by the
Trustee of any payment on the Underlying Securities;
(iv) fourth, to the Certificateholders, on the Final
Scheduled Distribution Date only, a distribution of the stated
amount of the Certificates;
(v) fifth, to the Trustee, the Ordinary Expenses; and
(vi) sixth, to the extent there remain Available Funds in
the Certificate Account, to any creditors of the Trust in
satisfaction of liabilities thereto.
7
Subject to Section 9(f) hereof, to the extent Available Funds are insufficient
to make any required distributions due to the Certificates on any Distribution
Date, any shortfall will be carried over and will be distributed on the next
Distribution Date on which sufficient funds are available on the Available Funds
to pay such shortfall.
Section 6. Trustee's Fees. (a) Payment to the Trustee of
Ordinary Expenses shall be as set forth in a separate agreement between the
Trustee and the Depositor. The Trustee agrees that in the event Ordinary
Expenses are not paid in accordance with such agreement, it shall (i) not have
any claim or recourse against the Trust or the property of the Trust with
respect thereto and (ii) continue to perform all of its services as set forth
herein unless it elects to resign as Trustee in accordance with Section 7.08 of
the Standard Terms.
(b) Extraordinary Trust Expenses shall not be paid out of the
Deposited Assets unless (i) the Trustee is satisfied that it will have adequate
security or indemnity in respect of such costs, expenses and liabilities, and
(ii) all the Certificateholders of Certificates then outstanding have voted to
require the Trustee to incur such Extraordinary Trust Expenses. If Extraordinary
Trust Expenses are not approved unanimously as set forth in clause (ii), such
Extraordinary Trust Expenses shall not be an obligation of the Trust, and the
Trustee shall not file any claim against the Trust therefor notwithstanding
failure of Certificateholders to reimburse the Trustee. In addition, if the
conditions in (i) and (ii) are not both satisfied, the Trustee shall not be
obligated to incur any Extraordinary Trust Expense.
Section 7. [Reserved]
Section 8. Events of Default. Within 30 days of its receipt of
notice of the occurrence of an Event of Default, the Trustee will give notice to
the Certificateholders, transmitted by mail, of all such uncured or unwaived
Events of Default actually known to it. However, unless there is an Event of
Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in the
interest of the Certificateholders.
Section 9. Miscellaneous. (a) The provisions of Section 4.04,
Advances, of the Standard Terms shall not apply to the Certificates.
(b) The Certificateholders shall not be entitled to terminate
the Trust or cause the sale or other disposition of the Underlying Securities.
(c) If the Trustee has not received payment with respect to a
Collection Period on the Underlying Securities on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of such
payment. No additional amounts shall accrue on the
8
Certificates or be owed to Certificateholders as a result of such delay;
provided, however, that any additional interest owed and paid by the Underlying
Securities Issuer as a result of such delay shall be paid to the
Certificateholders, proportionately to the ratio of their respective
entitlements to interest payments.
(d) The outstanding principal balance of the Certificates
shall not be reduced by the amount of any Realized Loss.
(e) The Trust may not engage in any business or activities
other than in connection with, or relating to, the holding, protecting and
preserving of the Deposited Assets and the issuance of the Certificates, and
other than those required or authorized by the Trust Agreement or incidental and
necessary to accomplish such activities. The Trust may not issue or sell any
certificates or other obligations other than the Certificates or otherwise
incur, assume or guarantee any indebtedness for money borrowed.
(f) Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee may be removed upon 60 days prior written notice delivered
by the Holders of Certificates representing the Required Percentage-Removal.
(g) Xxxxxxx Xxxxx & Co. shall act as the Market Agent and
shall serve in such capacity in accordance with the terms of the Market Agent
Agreement attached hereto as Exhibit C.
Section 10. Notices. All directions, demands and notices
hereunder or under the Standard Terms shall be in writing and shall be delivered
as set forth below (unless written notice is otherwise provided to the Trustee).
If to the Depositor, to:
Xxxxxxx Xxxxx Depositor, Inc.
c/x Xxxxxxx Xxxxx & Co.
World Financial Center
New York, NY 10281
Attention: Xxxxx X. Xxxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9
If to the Trustee, to:
United States Trust Company of New York
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Department
-- Public STEERS(R), Series 1999 REN-C1
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Securities Intermediary, to:
United States Trust Company of New York
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Department
-- Public STEERS(R), Series 1999 REN-C1
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Rating Agency, to:
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Attention: CBO/CLO Monitoring Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Section 11. Governing Law. This Supplement and the
transactions described herein shall be construed in accordance with and governed
by the law of the State of New York.
Section 12. Counterparts. This Supplement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.
Section 13. Termination of the Trust. The Trust shall
terminate upon the earlier of (i) the payment in full at maturity or sale by the
Trust after a payment default on or an acceleration or other early payment of
the Underlying Securities and the distribution in full of all
10
amounts due to the Certificateholders and (ii) the Final Scheduled Distribution
Date. To the extent that the provisions of this Section 13 conflict with Section
10.01 of the Standard Terms, the latter shall control.
Section 14. Sale of Underlying Securities, Tax Event, Optional
Redemption.
(a) In the case of Extraordinary Trust Expenses approved by
100% of the Certificateholders of a given Class, pursuant to Section 6(b)
hereof, the Trustee may sell the Underlying Securities to pay such Extraordinary
Trust Expenses.
(b) If the Underlying Securities Guarantor exercises its right
to an Optional Redemption of the Underlying Securities in whole or in part on or
after March 1, 2007, or at any time upon the occurrence a Tax Event, the Call
Terms are as follows:
(i) the Certificates of each Holder shall be subject to the
Call Right to the extent of the ratio of (A) the principal amount
of the Underlying Securities subject to the Optional Redemption
over (B) the aggregate Certificate Principal Balance of the
Certificates Outstanding;
(ii) the Call Date shall be the earliest practicable date
following notice to the Trustee of an Optional Redemption by the
Underlying Securities Guarantor or the Underlying Securities
trustee; and
(iii) the Call Price for any exercise of the Call Right in
connection with an Optional Redemption shall be the redemption
price paid by the Underlying Securities Guarantor in accordance
with the terms of the Underlying Securities Indenture.
Section 15. Amendments. Notwithstanding anything in the Trust
Agreement to the contrary, in addition to the other restrictions on modification
and amendment contained herein, the Trustee shall not enter into any amendment
or modification of the Trust Agreement that would adversely affect in any
material respect the interests of the Certificateholders without the consent of
100% of such Certificateholders; provided, however, that no such amendment or
modification will be permitted if the Trustee has been advised by the Depositor
that such amendment or modification would alter the status of the Trust as a
"grantor trust" for federal income tax purposes. Further, no amendment shall be
permitted that would adversely affect in any material respect the interests of
the Certificateholders without confirmation by the Rating Agency that such
amendment will not result in a downgrading or withdrawal of its rating of the
Certificates. The Trustee may consult with counsel and shall be entitled to rely
upon an Opinion of Counsel for purposes of determining compliance with the
provisions of this Section 15.
Section 16. Voting of Underlying Securities, Modification of
11
Indenture. The Trustee, as holder of the Underlying Securities, has the right to
vote and give consents and waivers in respect of the Underlying Securities as
permitted by the Depository and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from the Depository,
the Underlying Securities trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Underlying Securities Indenture or any other document thereunder or relating
thereto, or receives any other solicitation for any action with respect to the
Underlying Securities, the Trustee shall mail a notice of such proposed
amendment, modification, waiver or solicitation to each Certificateholder of
record as of such date. The Trustee shall request instructions from the
Certificateholders as to whether or not to consent to or vote to accept such
amendment, modification, waiver or solicitation. The Trustee shall consent or
vote, or refrain from consenting or voting, in the same proportion (based on the
relative outstanding principal balances of the Certificates) as the Certificates
of the Trust were actually voted or not voted by the Certificateholders thereof
as of a date determined by the Trustee prior to the date on which such consent
or vote is required; provided, however, that, notwithstanding anything in the
Trust Agreement to the contrary, the Trustee shall at no time vote on or consent
to any matter (i) unless such vote or consent would not (based on an Opinion of
Counsel) alter the status of the Trust as a "grantor trust" for federal income
tax purposes or result in the imposition of tax upon the Certificateholders,
(ii) that would alter the timing or amount of any payment on the Underlying
Securities, including, without limitation, any demand to accelerate the
Underlying Securities, except in the event of a default under the Underlying
Securities or an event that with the passage of time would become an event of
default under the Underlying Securities and with the unanimous consent of all
outstanding Certificateholders, or (iii) that would result in the exchange or
substitution of any of the outstanding Underlying Securities pursuant to a plan
for the refunding or refinancing of such Underlying Securities except in the
event of a default under the Underlying Securities Indenture and only with the
consent of 100% of the Certificateholders. The Trustee shall have no liability
for any failure to act resulting from Certificateholders' late return of, or
failure to return, directions requested by the Trustee from the
Certificateholders.
If an offer is made by the Underlying Securities Issuer to
issue new obligations in exchange and substitution for any of the Underlying
Securities, pursuant to a plan for the refunding or refinancing of the
outstanding Underlying Securities or any other offer is made for the Underlying
Securities, the Trustee shall notify the Certificateholders and the Rating
Agency of such offer promptly. The Trustee must reject any such offer unless the
Trustee is directed by the affirmative vote of the Certificateholders to accept
such offer and the Trustee has received the tax opinion described above.
If an event of default under the Underlying Securities
Indenture occurs and is continuing, and if directed by all of the outstanding
Certificateholders, the Trustee shall vote the Underlying Securities in favor of
directing, or take such other action as may be appropriate to
12
direct, the Underlying Securities trustee to declare the unpaid principal amount
of the Underlying Securities and any accrued and unpaid interest thereon to be
due and payable.
13
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed by their respective authorized officers as of the
date first written above.
Xxxxxxx Xxxxx Depositor, Inc.,
as Depositor
By:_____________________________________
Name:
Title:
United States Trust Company of New York,
as Trustee
By:_____________________________________
Name:
Title:
United States Trust Company of New York,
as Securities Intermediary
By:_____________________________________
Name:
Title:
SCHEDULE I
PUBLIC STEERS(R) TRUST CERTIFICATES, SERIES 1999 REN-C1
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: 8.54% Series B Capital Securities.
Underlying Securities Declaration: The declaration of trust dated as of March
7, 1997, executed by the Underlying
Securities Guarantor and the trustees of the
Underlying Securities Issuer.
Underlying Securities Issuer: RenaissanceRe Capital Trust, a Delaware
statutory business trust.
Underlying Securities Guarantor: RenaissanceRe Holdings Ltd., a Bermuda
company.
Underlying Securities Trustees: The Underlying Securities Guarantor and the
trustees of the Underlying Securities Issuer.
Underlying Securities
CUSIP Number: 000000XX0
Underlying Securities
Original Issue Date: September 1, 1997
Underlying Securities
Original Amount Issued: 25,000 8.54% Series B Capital Securities
(liquidation amount $1,000 per Capital
Security)
Underlying Securities
Listing: Listed on the New York Stock Exchange, Inc.
under the symbol "RNS".
Underlying Securities
Registration: 333-30729.
Amount of Underlying Securities
not Granted to the Trust: 75,000.
Underlying Securities
Maturity Date: March 1, 2027.
Underlying Securities
Principal Payment Date: March 1, 2027.
I-2
Underlying Securities
Distribution Rate: 8.54% per annum.
Underlying Securities
Distribution Dates: March 1 and September 1, commencing September
1, 1997.
Underlying Securities
Record Dates: February 15 and August 15 preceding the
relevant Distribution Date.
Underlying Securities
Optional Redemption: On or after March 1, 2007, the Underlying
Securities Guarantor may redeem the
Underlying Securities in whole or in part,
from time to time, or at any time in certain
circumstances upon the occurrence of a
Special Event (as defined in the Underlying
Securities Prospectus), the Underlying
Securities Guarantor may redeem the
Underlying Securities in whole, on not less
than 30 or more than 60 days' prior notice
mailed to holders of the Underlying
Securities at the redemption price set out in
the Underlying Securities Prospectus.
Underlying Securities
Ranking and Guarantee: The Underlying Securities are guaranteed by
the Underlying Securities Guarantor, but are
subordinate and junior in right of payment to
all present and future Senior Indebtedness
(as defined in the Underlying Securities
Prospectus) of the Underlying Securities
Guarantor.
Underlying Securities
Collateral: None.
Underlying Securities
Amortization: None.
Underlying Securities
Accrual Periods: Semi-annual.
Underlying Securities
Authorized Denomination
and Specified Currency: $1,000
I-3
Underlying Securities
Rating as of Closing: "baa3" by Xxxxx'x and "BB+" by S&P.
Underlying Securities Form: Book-entry security with DTC.
EXHIBIT A
Standard Terms for Trust Agreements
(begins on next page)
EXHIBIT B
Form of Certificate
(begins on next page)
EXHIBIT C
Market Agent Agreement
(begins on next page)
