Exhibit 4.5
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SERIES CHR 1998-1 SUPPLEMENT
between
PRUDENTIAL SECURITIES STRUCTURED ASSETS, INC.
as Depositor
and
THE BANK OF NEW YORK
as Trustee
Receipts on Corporate Securities Trust, Series CHR 1998-1
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TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT.............................................. 1
SECTION 1. Certain Defined Terms............................ 1
SECTION 2. Creation and Declaration of Trust; Grant of
Term Assets; Acceptance by Trustee............. 5
SECTION 3. Designation...................................... 5
SECTION 4. Form and Date of the Certificates................ 6
SECTION 5. Aggregate Certificate Principal Balance.......... 6
SECTION 6. Currency of the Certificates..................... 6
SECTION 7. Certain Provisions Regarding Transfer and
Exchange....................................... 6
SECTION 8. Certificateholder Exchange Right................. 8
SECTION 9. Distributions..................................... 8
SECTION 10. Termination of Trust............................. 10
SECTION 11. Limitation of Powers and Duties.................. 11
SECTION 12. Certain Provisions of Base Trust Agreement
Not Applicable................................. 11
SECTION 13. Modification and Amendment of Base Trust
Agreement...................................... 11
SECTION 14. No Investment of Amounts Received on Term
Assets......................................... 12
SECTION 15. Rule 144A Information............................ 12
SECTION 16. Notices.......................................... 12
SECTION 17. Access to Certain Documentation.................. 12
SECTION 18. Ratification of Agreement........................ 12
SECTION 19. Counterparts..................................... 12
SECTION 20. Governing Law.................................... 13
SECTION 21. Covenant of Depositor............................ 13
EXHIBIT A -- Form of Amortizing Class Certificate
EXHIBIT B -- Form of Residual Class Certificate
SCHEDULE 1 -- Identification of Term Assets
SCHEDULE 2 -- Amortization Schedule
SERIES CHR 1998-1 SUPPLEMENT dated as of
June 9, 1998 (this "Series Supplement")
between Prudential Securities Structured
Assets, Inc., a Delaware corporation, as
depositor (the "Depositor"), and The
Bank of New York, a New York banking
corporation, as trustee (the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of August 28, 1997, as
amended by Base Amendment No.1 dated as of February 27, 1998 (together, the
"Base Trust Agreement" and, as amended and supplemented pursuant to this
Series Supplement, the "Agreement"), among 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 Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee
shall create and establish a new trust to be known as Receipts on Corporate
Securities Trust, Series CHR 1998-1 (the "Trust"), and a new Series of trust
certificates to be issued thereby, which certificates shall be known as the
Receipts on Corporate Securities, Series CHR 1998-1 (the "Certificates"), and
the Depositor and the Trustee shall herein specify certain terms and
conditions in respect thereof.
The Certificates shall be issued in two Classes consisting of (a)
the Amortizing Class Certificates (the "Amortizing Class Certificates") and
(b) the Residual Class Certificates (the "Residual Class Certificates"),
subject to Section 5.16 of the Base Trust Agreement.
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.
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 of Term Assets": The acceleration of the maturity of
the Term Assets following the occurrence of any default (other than a Payment
Default) with respect to the Term Assets under the Indenture, and the Trustee
receives notice of such acceleration, notwithstanding any subsequent
rescission and annulment of such acceleration by the requisite holders of the
entire series of Term Assets.
"Aggregate Amortized Amount": The aggregate Amortized Amount of all
the Amortizing Class Certificates.
"Aggregate Certificate Principal Balance": For the Residual Class
Certificates as of any date of determination, the aggregate principal balance
of the Term Assets in the Trust as of such date of determination. For the
Amortizing Class Certificates as of any date of determination, the Aggregate
Amortized Amount as of such date of determination.
"Unamortized Amount": For any Amortizing Class Certificate of $1,000
denomination, initially $1,000. On each Scheduled Distribution Date on which
the Amortizing Class Certificates are outstanding, the Unamortized Amount will
be reduced by the positive difference between (i) the Fixed Payment made on
such Scheduled Distribution Date and (ii) interest accrued on the Certificate
Principal Balance at the Amortizing Class Yield during the related Interest
Accrual Period. On any Optional Redemption Date relating to a Partial Optional
Redemption, the Unamortized Amount shall be recalculated based on the
remaining Term Assets after such partial redemption and no effect shall be
given to the allocation to principal provided for in Section 9(d) hereof.
"Amortizing Class Certificates": A Class of securities issued
pursuant to this Agreement representing an undivided interest in the
distributions described in Section 9 hereto payable to such Class.
"Amortizing Class Final Distribution Date": August 1, 2018.
"Amortizing Class Yield": 6.5% per annum.
"Available Funds": As of any Distribution Date, the aggregate amount
received on or with respect to the Term Assets on or with respect to such
Distribution Date.
"Calculation Agent": The Depositor.
"Certificates": Receipts on Corporate Securities, Series CHR 1998-1.
"Certificateholder" or "Holder": With respect to any Amortizing
Class Certificate or Residual Class Certificate, the Holder thereof.
"Certificate Principal Balance": For any Residual Class Certificate,
a pro rata portion of the principal amount of the then outstanding Term
Assets. For any Amortizing Class Certificate, the Unamortized Amount.
"Change in Reporting Status": Any circumstance pursuant to which the
issuer of the Term Assets is no longer subject to the informational
requirements of the Exchange Act.
"CHR": Chrysler Corporation, a Delaware corporation, or any
successor as provided in the Indenture.
"Class": The class of Certificates constituted by the Amortizing
Class Certificates or the Residual Class Certificates.
"Closing Date": June 9, 1998.
"Corporate Trust Office": The Bank of Xxx Xxxx, 000 Xxxxxxx Xxxxxx
(00X), Xxx Xxxx, N.Y. 10286, Attention: Corporate Trust or such other
corporate trust office as the Trustee shall designate in writing to the
Depositor and the Certificateholders.
"Distribution Date": Any Scheduled Distribution Date, In-Kind
Distribution Date, Shortened Maturity Date, or Optional Redemption Date.
"Distribution Ratio": With respect to a specified distribution to be
made hereunder on any Distribution Date (other than a Scheduled Distribution
Date), the ratio in which such distribution will be made to the holders of the
Amortizing Class Certificates and the Residual Class Certificates,
respectively, being the same ratio as (i) the present value of all originally
scheduled future payments on the Amortizing Class Certificates bears to (ii)
the present value of all originally scheduled future payments on the Term
Assets after August 1, 2018, in each case discounted semiannually at a rate of
7.40% per annum to the Distribution Date (or, in the case of Section 9(h), the
date specified therein).
"Excess Interest": Penalties, interest on overdue interest or other
amounts paid to holders of the Term Assets because of late or defaulted
payments on the Term Assets.
"Exchange Certificate": Any Certificate of a Class to be issued
pursuant to this Agreement in the Exchange Offer in exchange for an Initial
Certificate of such Class at the request of the holder of such Initial
Certificate.
"Exchange Offer": The offer registered by the Depositor and the
Trust pursuant to the Exchange Offer Registration Statement in which the Trust
offers to holders of the Initial Certificates of a Class the opportunity to
exchange such outstanding Initial Certificates for Exchange Certificates of
the same Class in an aggregate principal amount equal to the Aggregate
Certificate Principal Balance of the Initial Certificates tendered in such
offer by such Holders.
"Exchange Offer Registration Statement": The registration statement
under the Securities Act relating to the Exchange Offer, including the related
prospectus, prepared and signed by the Depositor on behalf of the Trust and in
no event by the Trustee.
"Fixed Payment": Each semiannual installment of interest and Excess
Interest, if any, payable on the Term Assets through and including August 1,
2018.
"Indenture": The indenture dated as of March 1, 1985 between CHR and
Manufacturers Hanover Trust Company, which has been succeeded by State Street
Bank and Trust Company, as trustee, as amended from time to time.
"Initial Certificate": Any Amortizing Class Certificate or Residual
Class Certificate to be originally issued, authenticated and delivered
pursuant to this Agreement on the Closing Date.
"Interest Accrual Period": With respect to any Scheduled
Distribution Date, the period from and including the immediately preceding
Scheduled Distribution Date (or in the case of the first Interest Accrual
Period, from and including February 1, 1998) to but excluding the then current
Scheduled Distribution Date.
"Interest Collections": With respect to any Distribution Date, all
payments received by the Trustee from CHR with respect to the Term Assets
immediately prior to such Distribution Date, in respect of (i) interest on the
Term Assets and (ii) any Excess Interest.
"Optional Redemption": A redemption of the Term Assets, as a whole
or in part from time to time, at the option of CHR pursuant to the Indenture,
other than a Shortened Maturity Redemption.
"Optional Redemption Date": The date on which an Optional Redemption
occurs.
"Partial Optional Redemption": An Optional Redemption relating to
only a portion of the Term Assets.
"Payment Default": A default in any payment of the principal of,
premium, if any, or interest on the Term Assets when the same becomes due and
payable, and the expiration of any applicable grace period for the making of
such payment.
"Place of Distribution": New York, New York.
"Principal Collections": All principal payments received by the
Trustee on the Term Assets, including the principal portion of the redemption
price and the premium, if any, paid in the event of a Shortened Maturity
Redemption or an Optional Redemption.
"Private Placement Legend": As defined in Section 4(d) hereof.
"Rating Agency": Initially none. At any time after the Closing Date,
the Depositor may designate one or more credit rating agencies as a "Rating
Agency" for purposes of this Agreement by Depositor Order, acknowledged by the
Trustee. Thereafter, 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 15th day
immediately preceding such Distribution Date.
"Registration Rights Agreement": A registration rights agreement
between the Depositor and Prudential Securities Incorporated dated June 9,
1998 relating to the Exchange Offer.
"Residual Class Certificates": A Class of securities issued pursuant
to this Agreement representing an undivided interest in the distributions
described in Section 9 hereof payable to such Class.
"Scheduled Distribution Date": The first day of each February and
August, or, if any such day is not a Business Day and a Term Assets Scheduled
Payment Date, then the Business Day on or immediately following the Term
Assets Scheduled Payment Date, commencing August 1, 1998, through and
including August 1, 2097; provided, however, that payment on each Scheduled
Distribution Date shall be subject to receipt of the corresponding payment of
interest or principal, as applicable, on the Term Assets. In the case of the
Amortizing Class Certificates, commencing on August 1, 1998 and ending with
the Scheduled Final Distribution Date for the Amortizing Class
Certificateholders. In the case of the Residual Class Certificates, commencing
February 1, 2019 and ending with the Scheduled Final Distribution Date for the
Residual Class Certificateholders.
"Scheduled Final Distribution Date": Amortizing Class Certificates
- August 1, 2018.
Residual Class Certificates - August 1, 2097.
"Shortened Maturity Date": A maturity date for the Term Assets on or
before August 1, 2097, designated by CHR, as a result of a Tax Event.
"Shortened Maturity Redemption": A redemption of the Certificates in
whole, but not in part, as a result of the Shortened Maturity
Date occurring on or prior to August 1, 2097.
"Specified Currency": United States Dollars.
"Tax Event": Means that CHR shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of or change in any official position with respect to, or any
interpretation of, an Administrative or Judicial Action or a law or regulation
of the United States that differs from the theretofore generally accepted
position or interpretation, in each case, occurring on or after July 15, 1997,
there is more than an insubstantial increase in the risk that interest paid by
CHR on the Term Assets is not, or will not be, deductible, in whole or in
part, by CHR for United States federal income tax purposes.
"Term Assets": The $57,830,000 aggregate principal amount of 7.40%
Debentures due August 1, 2097 issued by CHR, deposited in the Trust by the
Depositor and further identified on Schedule 1 hereto.
"Term Assets Scheduled Payment Date": The first day of each February
and August, commencing on February 1, 1998; provided, however, that if any
Term Assets Scheduled Payment Date would otherwise fall on a day that is not a
Business Day (as defined in the Indenture), such Term Assets Scheduled Payment
Date will be the next following day that is a Business Day (as so defined).
"Term Assets Prospectus": The prospectus of CHR, dated July 15,
1997, with respect to the Term Assets.
"Term Assets Trustee": The trustee under the Indenture.
"Trust": Receipts on Corporate Securities Trust, Series CHR 1998-1.
"Trustee": The Bank of New York, a New York banking corporation.
"Trust Termination Event": (a) receipt and distribution to the
holders of Certificates entitled thereto of all amounts owed under the Trust
Agreement in respect of the Term Assets (subject to Section 9(c) hereof), (b)
the occurrence of any Shortened Maturity Redemption, (c) the occurrence of any
Optional Redemption of all the Term Assets then held by the Trust, (d) the
occurrence of an In-Kind Distribution of all Term Assets then held by the
Trust or (e) the delivery of the last remaining Term Assets then held by the
Trust, to Certificateholders in exchange for Certificates pursuant to Section
8.
"Voting Rights": Voting Rights will be allocated between the
Amortizing Class Certificateholders, on the one hand, and the Residual Class
Certificateholders, on the other, at any date of determination in the same
ratio as (i) the present value of all originally scheduled future payments on
the Amortizing Class Certificates bears to (ii) the present value of all
originally scheduled future payments on the Term Assets after August 1, 2018,
in each case discounted semiannually at a rate of 7.40% per annum to the date
of determination. Such ratio will be calculated by the Calculation Agent.
Subject to the foregoing, "Voting Rights" shall mean (a) with respect to the
Amortizing Class Certificates, the voting rights allotted to such Class,
allocated among all Holders of Amortizing Class Certificates in proportion to
the respective Amortized Amount held by such Holders on any date of
determination, and (b) with respect to the Residual Class Certificates, the
voting rights allotted to such Class, allocated among all Holders of Residual
Class Certificates in proportion to the respective Certificate Principal
Balances held by such Holders on any date of determination. In the case of any
tender offer by CHR, see Section 11(c) hereof.
2. Creation and Declaration of Trust; Grant of Term Assets; Acceptance by
Trustee. (a) The Depositor, concurrently with the execution and delivery
hereof and pursuant to Section 2.1 of the Agreement, has delivered or caused
to be delivered to the Trustee the Term Assets in exchange for the delivery
to, or at the direction of the Depositor, of all of the Certificates,
representing the entire beneficial interest in all of the assets of the Trust.
(b) The Trustee hereby (i) acknowledges such deposit, pursuant to
subsection (a) above, and receipt by it of the Term Assets, (ii) accepts the
trusts created hereunder in accordance with the provisions hereof and of the
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 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 7.5 of the Agreement shall not release the Trustee
from its duties herein or therein.
3. Designation. There is hereby created a Series of trust certificates to be
issued pursuant to the Agreement and this Series Supplement to be known as the
"Receipts on Corporate Securities, Series CHR 1998-1." The Certificates shall
be issued in two Classes, consisting of the Amortizing Class Certificates and
the Residual Class Certificates.
4. Form and Date of the Certificates. (a) The Certificates that are executed,
authenticated and delivered by the Trustee to the Depositor 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.
The Certificates and the certificate of authentication of the Trustee thereon
shall be substantially in the form of Exhibit A or Exhibit B hereto, as
specified below, which are hereby incorporated in and expressly made a part of
this Agreement. The Exchange Certificates and the certificate of
authentication of the Trustee thereon shall be substantially in the same form
with those changes as are noted in Exhibits A and B.
(b) The Amortizing Class Certificates will be represented by one or more
permanent Certificates in definitive, fully registered form in minimum
denominations of $250,000 in Certificate Principal Balance and integral
multiples of $1.00 in excess thereof. The Residual Class Certificates will be
represented by one or more permanent Certificates in definitive, fully
registered form in minimum denominations of $500,000 in Certificate Principal
Balance and integral multiples of $1.00 in excess thereof.
(c) In the event Initial Certificates are tendered in an Exchange Offer,
such Initial Certificates shall be exchanged for one or more Exchange
Certificates of the same Class in definitive, fully registered form in the
same denominations set forth in Section 4(b).
(d) The Certificates shall bear the following legends.
Each Initial Residual Certificate and each Initial Amortizing Class
Certificate shall bear the following legend (the "Private Placement Legend")
on the face thereof:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION.
Each Certificate shall bear the following legend; provided that the
following legend may be removed from Exchange Certificates of a Class upon
such time, if any, as the Depositor has furnished a Depositor Order pursuant
to Section 7(c) hereof:
THE TRUST HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. NO SALE OR OTHER TRANSFER OF THIS
CERTIFICATE SHALL BE PERMITTED WHICH WOULD REQUIRE REGISTRATION OF THE TRUST
THEREUNDER.
5. Aggregate Certificate Principal Balance. The maximum Aggregate Certificate
Principal Balance of the Amortizing Class Certificates that may be executed,
authenticated and delivered under the Agreement and this Series Supplement is
$48,096,190. The maximum Aggregate Certificate Principal Balance of the
Residual Class Certificates that may be authenticated and delivered under the
Agreement and this Series Supplement is $57,830,000. In each case such maximum
amounts 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, 5.5 or 5.16 of the
Agreement. The Certificates are issuable in the minimum denominations
specified in Section 4.
6. Currency of the Certificates. All distributions on the Certificates will be
made in the Specified Currency.
7. Certain Provisions Regarding Transfer and Exchange. (a) In the event that
the Depositor delivers to the Trustee a copy of an Officers' Certificate
certifying that an Exchange Offer Registration Statement has been declared
effective by the Commission and that the Trust has offered Exchange
Certificates of a Class to the Holders of the related Class of Initial
Certificates in accordance with the Exchange Offer, the Trustee shall
exchange, upon request of any such Holder, such Holder's Initial Certificates
for Exchange Certificates of the related Class upon the terms set forth in the
Exchange Offer and in accordance with Section 4(c) hereof, provided that the
Initial Certificates so surrendered for exchange are duly endorsed and
accompanied by a letter of transmittal or written instrument of transfer in
form satisfactory to the Trustee, in addition to any certifications and
representations required by the provisions of the Registration Rights
Agreement, and duly executed by the Holder thereof or such Holder's attorney
who shall be duly authorized in writing to execute such document on the behalf
of such Holder.
The Trustee shall not be required (i) to issue, register the
transfer of or exchange any Certificate during the period of 15 days ending on
(and including) any Distribution Date.
(b) Upon receipt of a Depositor Request to the effect that specified
Initial Certificates of a Class (the "Registered Certificates") have been
registered under the Securities Act, if Initial Certificates of such Class are
issued upon the transfer, exchange or replacement of the Registered
Certificates, or if a request is made to remove the Private Placement Legend
on the Registered Certificates, the Trustee shall execute, authenticate and
deliver Initial Certificates of such Class that do not bear the Private
Placement Legend.
(c) In connection with each transfer of a Certificate, the transferee
will be required to complete the certification annexed to such Certificate
unless the Depositor has furnished a Depositor Order to the effect that such
transfer form is no longer required.
(d) In connection with each transfer of a Residual Class Certificate, the
transferee will be required to deliver to the Trustee a certification upon
purchase of such Certificate to the effect that the beneficial owner thereof
(whether such registered holder or the ultimate beneficiary for whom it holds
such Certificate) is either (i) a United States person, or (ii) a non-United
States person who is exempt from withholding under U.S. federal income tax
laws and has completed, accurately and in a manner reasonably satisfactory to
the Trustee or its agent, an appropriate statement (generally on IRS Form
W-8), signed under penalties of perjury, identifying the beneficial owner and
stating that the beneficial owner is not a United States person (or, after
December 31, 1999, has satisfied applicable documentary evidence requirements
for establishing that it is not a United States person) and delivered such
statement (or documentary evidence) to the Trustee or its agent.
Such transferee will be deemed to have represented and agreed with
the Trustee that so long as it is the registered holder of such Certificate,
the beneficial owner thereof will be a person described in clauses (i) or (ii)
above and, in the event of any change in the identity of the beneficial owner
for whom such registered holder is acting or any lapse of a Form W-8 (or
documentary evidence) previously delivered to the Trustee, the registered
holder will promptly deliver a new certification or a current Form W-8 (or
documentary evidence), as applicable. In the event such representation is
untrue or such current forms (or documentary evidence) are not so furnished,
the Certificate held by such registered holder will be subject to mandatory
resale as described below.
If a Responsible Officer has actual knowledge or reason to know that
the certification or deemed representation made by such registered holder is
incorrect or if such registered holder does not provide the current Form W-8
(or documentary evidence) as described above within ten days after the prior
such Form (or documentary evidence) has lapsed, then, the Trustee will furnish
a notice to such registered holder stating that (i) such registered holder
must, within 30 calendar days from the date of such notice, effect the
registration of transfer of its Residual Class Certificate to a person that
certifies that the beneficial owner of the Certificate is a U.S. person or
exempt from U.S. withholding tax as described above and (ii) if such transfer
does not occur by the thirtieth day, the Holder will be deemed irrevocably to
have appointed Prudential Securities Incorporated or Prudential-Bache
Securities (U.K.) Inc. (either a "Broker") as its broker to sell such Holder's
Certificate on its behalf to a qualified purchaser at a fair market price (net
of customary brokerage commissions) within the next succeeding five Business
Days. For purposes of effectuating such sale pursuant to clause (ii) of the
preceding sentence, the Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Holder to, and shall, (a) instruct the broker to
effect the foregoing sale, (b) receive from the broker the net proceeds from
such sale for the account of the Holder and (c) deliver to or upon the order
of the broker a new Certificate issued in exchange for the Certificate of the
Holder sold by the broker (whereupon the Holder's Certificate will be deemed
to have been surrendered and canceled and cease to be outstanding for any
purpose hereunder or entitled to any rights or benefits hereunder). The
Trustee shall pay to the Holder, within five Business Days of receipt thereof
from the broker, the net proceeds of such sale, such payment to be made in the
same manner as such Holder received its most recent payment on the
Certificate. Each Holder, by its acceptance of a Certificate, hereby consents
to and agrees with the provisions of this Section 7.
8. Certificateholder Exchange Right. Commencing August 1, 1999, any Holder of
both Amortizing Class Certificates and Residual Class Certificates (or on or
after August 1, 2018, of Residual Class Certificates) may, by delivery of a
notice to the Trustee substantially in the form of the Notice of Exchange
attached to a Certificate (a "Notice of Exchange") not less than 30 and not
more than 45 days prior to any Scheduled Distribution Date, elect to exchange
Certificates of both Classes for Term Assets (or on or after August 1, 2018,
of Residual Class Certificates) on such Scheduled Distribution Date (the
"Exchange Date") in accordance with this Section. In order to exercise such
right, the Holder shall tender to the Trustee on the Exchange Date immediately
succeeding such notice (i) if the Exchange Date is prior to August 1, 2018,
both (a) Amortizing Class Certificates evidencing the percentage specified in
the Notice of Exchange (which shall not be less than 10%) of the Aggregate
Certificate Principal Balance of all Amortizing Class Certificates then
outstanding and (b) Residual Class Certificates evidencing the same percentage
of the Aggregate Certificate Principal Balance of all Residual Class
Certificates then outstanding as is represented by the Amortizing Class
Certificates tendered pursuant to clause (a) or (ii) if the Exchange Date is
on or after August 1, 2018, Residual Class Certificates evidencing at least
10% of the aggregate Certificate Principal Balance of all Residual Class
Certificates then outstanding.
Upon tender of such Certificates, duly endorsed by the Holder to the
Trustee, the Trustee shall transfer to the Holder (or its designee specified
in the Notice of Exchange) a principal amount of Term Assets comprising the
same percentage of the Term Assets then held in the Trust as the percentage of
Amortizing Class Certificates and Residual Class Certificates tendered by such
Holder on such Scheduled Distribution Date, rounded down to the nearest
authorized denomination of Term Assets. Upon such exchange, the Trustee shall
cancel the tendered Certificates, provided that if the amount of Term Assets
delivered to the Holder or its designee was rounded down in accordance with
the preceding sentence, the Trustee shall issue to such Holder new
Certificates of each Class evidencing percentage interests of such Class
(regardless of whether such interests would otherwise be authorized
denominations) equal to the amount of such Class in excess of the amount
accepted for such exchange.
The delivery of a Notice of Exchange pursuant to this Section shall
be irrevocable; provided, however, that if (i) the proceeds of an Optional
Redemption, Shortened Maturity Redemption or In-Kind Distribution are to be
distributed on the Exchange Date to which such Notice of Exchange relates or
(ii) if prior to such Exchange Date, the Trustee gives notice to Holders that
the proceeds of an Optional Redemption, Shortened Maturity Redemption or
In-Kind Distribution are scheduled to be distributed on a date subsequent to
such Exchange Date, such Notice of Exchange shall be automatically deemed
canceled and be of no further force and effect.
Any Holder tendering Certificates in exchange for Term Assets on an
Exchange Date pursuant to this Section shall be entitled to receive cash
distributions otherwise payable on such Certificates on such Exchange Date
pursuant to Section 9(a).
9. Distributions. (a) Not later than each Scheduled Distribution Date, the
Trustee shall distribute to the Holders of the Amortizing Class Certificates,
to the extent of Interest Collections constituting Available Funds, an amount
equal to the Fixed Payment plus any Excess Interest. Each Fixed Payment shall
be allocated first to interest accrued during the related Interest Accrual
Period at a rate equal to the Amortizing Class Yield on the then outstanding
Aggregate Certificate Principal Balance of the Amortizing Class Certificates,
with the balance of such Fixed Payment allocated to the repayment of principal
in accordance with the amortization schedule attached hereto as Schedule 2
(the "Amortization Schedule"). Any Excess Interest shall be allocated as
additional interest and shall not be taken into account in the allocation of
the Fixed Payment. In the event of a Partial Optional Redemption or an
exchange of Certificates for Term Assets pursuant to Section 8, the Fixed
Payment to the holders of the Amortizing Class Certificates will be reduced,
effective on the next Scheduled Distribution Date, pro rata with the reduction
of the Term Assets, and the Trustee shall thereafter adjust the Amortization
Schedule on the basis of the new Aggregate Certificate Principal Balances
following the Optional Redemption Date.
(b) Following the Scheduled Final Distribution Date with respect to the
Amortizing Class Certificates, and not later than each Scheduled Distribution
Date, the Trustee shall distribute to the Holders of the Residual Class
Certificates, to the extent of Interest Collections constituting Available
Funds, an amount equal to the payments of interest received from CHR on
account of the Term Assets plus any Excess Interest. Any Excess Interest shall
be allocated as additional interest and shall not be taken into account in the
allocation of the payments of interest received from CHR on account of the
Term Assets. In the event of a Partial Optional Redemption or an exchange of
Certificates for Term Assets pursuant to Section 8, the payments of interest
received from CHR on account of the Term Assets made to the holders of the
Residual Class Certificates will be reduced, effective on the next Scheduled
Distribution Date, pro rata with the reduction of the Term Assets.
(c) On August 1, 2097, the Trustee shall distribute the proceeds from the
maturity of the Term Assets to the Residual Class Certificateholders; provided
that if payment of the proceeds from the maturity of the Term Assets due to
the Trust from CHR on August 1, 2097 is not made by CHR on such date, the
proceeds from the maturity of the Term Assets will not be distributed to the
holders of the Residual Class Certificates until payment of such proceeds is
made by CHR or the Trustee makes an In-Kind Distribution to Certificateholders
in accordance with this Agreement.
(d) In the event of an Optional Redemption or in the event of a vote
to accept a tender offer (as described in 11(c) below), on or prior to August
1, 2097, the Certificates will be redeemed on the Optional Redemption Date, or
in the case of a tender offer, on the date applicable thereto. Such redemption
shall be a redemption of the Certificates as a whole if the Optional
Redemption is redemption of the Term Assets as a whole, and shall be a
redemption of the Certificates in part, as described in the next subsection,
if the Optional Redemption is a Partial Optional Redemption. In such event,
the Trustee will distribute the aggregate redemption price received on the
Term Assets on the Optional Redemption Date to the holders of the Amortizing
Class Certificates, if still outstanding, and/or the Residual Class
Certificates, respectively, on the basis of the Distribution Ratio. Such ratio
will be calculated by the Calculation Agent. If no Amortizing Class
Certificates are still outstanding, all payments will be made to the Holders
of the Residual Class Certificates.
(e) In the event of a Partial Optional Redemption, the distribution
of the portion of the redemption price allocable to a particular Class of
Certificates pursuant to the preceding subsection shall be made on a pro rata
basis among all Certificateholders of such Class. Amounts so allocated to the
Amortizing Class Certificates, if still outstanding, shall be allocated first
to interest accrued since the start of the most recent Interest Accrual Period
at a rate equal to the Amortizing Class Yield on the then outstanding
Certificate Principal Balance of the Amortizing Class Certificates, with the
balance of such distribution allocated to the repayment of principal. At the
close of business on the applicable Optional Redemption Date, the respective
Certificate Principal Balances of the Certificates shall be reduced in
accordance with the definition of the term "Certificate Principal Balance."
(f) In the event of a Shortened Maturity Redemption on or prior to
August 1, 2097, the Certificates shall be redeemed as a whole on the Shortened
Maturity Date. In such event, the Trustee will distribute the aggregate
redemption price received on the Term Assets on the Shortened Maturity Date to
the holders of the Amortizing Class Certificates, if still outstanding, and/or
the Residual Class Certificates, respectively, on the basis of the
Distribution Ratio. Such ratio will be calculated by the Calculation Agent. If
no Amortizing Class Certificates are still outstanding, all payments will be
made to the Holders of the Residual Class Certificates.
(g) Upon a Payment Default, a Change in Reporting Status or an
Acceleration of the Term Assets under the Indenture on or before August 1,
2097, the Trustee will make an In-Kind Distribution of the remaining Term
Assets, pursuant to Section 3.6 of the Agreement, to the holders of the
Amortizing Class Certificates, if still outstanding, and/or the Residual Class
Certificates. The Trustee will distribute the Term Assets and any proceeds
from liquidation thereof made pursuant to Section 3.6(b) to the holders of the
Amortizing Class Certificates, if still outstanding, and/or Residual Class
Certificates, respectively, on the basis of the Distribution Ratio as of the
date of such Payment Default or Acceleration. Such ratio will be calculated by
the Calculation Agent. If no Amortizing Class Certificates are still
outstanding, all distributions will be made to the Holders of the Residual
Class Certificates.
(h) Distributions of any Purchase Price pursuant to Section 2.5 of
the Agreement shall be distributed in the same ratio set forth in subsection
(e) above discounted to the date on which the Purchase Price is distributed.
Such distribution shall be made no later than fifteen days after receipt of
the Purchase Price.
(i) Distributions to the Certificateholders on each Distribution
Date will be made to the Certificateholders of record on the related Record
Date of the Amortizing Class Certificates and Residual Class Certificates, as
applicable.
(j) In the event a 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 will distribute any such amounts received on the first New
York Business Day thereafter as if such funds had constituted Available Funds
on the Scheduled Distribution Date immediately preceding such Business Day;
provided, however, that the Record Date for such distribution shall be fifteen
days prior to such Business Day and no additional amounts will accrue on the
Certificates or be owed to the holders of Amortizing Class Certificates and
Residual Class Certificates in respect of such distribution.
(k) All distributions to Certificateholders of any Class shall be
allocated pro rata among the Certificates of such Class, based on the
respective Certificate Principal Balances as of the Record Date with respect
to such Distribution Date.
(l) 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
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 9(k) unless a new instruction is
delivered 15 days prior to a Distribution Date.
(m) 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 Certificate Principal Balances.
(n) The Trustee shall furnish notice to Certificateholders as soon
as practicable after a Responsible Officer learns of a situation giving rise
to a distribution under subsections (d), (e) or (f) hereof.
10. Termination of Trust. (a) The Trust shall terminate upon the occurrence of
any Trust Termination Event and the distribution to Certificateholders of all
amounts or property required to be distributed to them and the disposition of
all Term Assets held by the Trustee.
(b) Promptly after the Trustee has received a notice from the Term Assets
Trustee or CHR of an Optional Redemption other than a Partial Optional
Redemption, a Shortened Maturity Redemption, a Payment Default or an
Acceleration of the Term Assets, the Trustee shall provide notice to the
Certificateholders of the expected occurrence of a Trust Termination Event and
the termination of the Trust.
(c) The obligations of the Trustee will thereupon terminate, except
for the making of final distributions to Certificateholders and the furnishing
of any reports and other information required to be provided to
Certificateholders hereunder and under the Agreement and except as otherwise
specified herein and therein.
11. Limitation of Powers and Duties. (a) The Trustee shall administer the
Trust and the Term Assets solely as specified herein and in the 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, notwithstanding anything to the contrary in the Agreement, 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 except as expressly
provided as Section 3.6 of the Base Trust Agreement, (ii) 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, (iii) to
merge or consolidate the Trust with any other entity, (iv) to incur any debt
other than Trust expenses as described in the Agreement and any obligations
under the Certificates, or (v) to issue any securities other than the
Certificates.
(c) Notwithstanding the foregoing, or anything to the contrary in
the Agreement, upon a vote of the Holders of at least 66-2/3% in interest of
the Certificates then outstanding (as reflected by the Distribution Ratio) to
such effect, the Trustee shall tender all of the Term Assets to CHR (unless
otherwise restricted pursuant to the terms of the tender offer) for repurchase
in the event of a tender offer by CHR. However, with respect to this Section
11(c), in the event any such tender offer shall not include the payment of all
accrued interest and principal in full amount due on those Term Assets subject
to such a tender offer, then any such tender offer must satisfy the Rating
Agency Condition.
12. Certain Provisions of Base Trust Agreement Not Applicable. The provisions
of Sections 2.2(b), 2.3 (except insofar as incorporated in Section 2.5), 5.16,
6.4 and 8.1(a)(i) of the Base Trust Agreement shall be inapplicable with
respect to the Certificates.
13. Modification and Amendment of Base Trust Agreement. (a) Section 1.1 of the
Base Trust Agreement is amended for the purposes of this Series Supplement and
the Certificates by deleting "Section 3a-7" and inserting in its place "Rule
3a-7".
(b) In addition to, and notwithstanding anything to the contrary in,
the Base Trust Agreement or this Series Supplement, the Trustee, upon receipt
of a Depositor Order, shall amend this Series Supplement to provide for the
issuance of the Initial Certificates of a Class or Exchange Certificates of a
Class in the form of a Global Security issued to a Depositary specified by the
Depositor. Such amendment shall not require the consent of any
Certificateholders or compliance with any other conditions contained in
Section 9.1 of the Base Trust Agreement.
(c) The penultimate sentence of Section 3.1(b) of the Base Trust
Agreement is amended for purposes of this Series Supplement and the
Certificates as follows: (1) by substituting a comma for the word "or" at the
end of clause (i), and (2) by inserting after the words "Term Asset" and
immediately preceding the word "except" the following:
"(iii) which would alter the currency in which any payment is required to be
made on the Term Assets, (iv) which would change the voting rights granted to
holders of the Term Assets under the Indenture, or (v) which would impair in
any material respect any rights of the Trustee or holders of the Term Assets
to enforce remedies against CHR under the Indenture,"
(d) Section 3.6(a) of the Base Trust Agreement is amended for purposes of
this Series Supplement and the Certificates by adding the following: "(iv)
there is a Change in Reporting Status;"
(e) Section 3.11(a) of the Base Trust Agreement is amended for purposes
of this Series Supplement and the Certificates by substituting both references
to "3.11" with "3.10".
(f) Section 6.5 of the Base Trust Agreement is amended for the purposes
of this Series Supplement and the Certificates by deleting "those" and
inserting in its place "the".
(g) Section 9.1(a) of the Base Trust Agreement is amended for purposes of
this Series Supplement and the Certificates (i) to add at the end of clause
(v) the phrase "and/or the TIA", and (ii) by deleting from clause (x) thereof
the phrase ", but not (vi),".
(h) Clause (ii) of the proviso to the first sentence of Section 9.1(b) of
the Base Trust Agreement is amended by deleting the existing text after the
word "without" and inserting the following in its place: "the unanimous
consent of the Holders of Certificates of such Series or Class".
(i) Section 9.9 of the Base Trust Agreement is amended for purposes of
this Series Supplement and Certificates by inserting directly after the word
"acquiesce" the following: ", join".
14. 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
without liability for interest thereon.
15. Rule 144A Information. The Trustee will furnish, upon request, to holders
and prospective purchasers of Initial Certificates information, which upon
request by the Trustee shall be assembled and delivered to the Trustee by the
Depositor, satisfying the requirement of subsection (d)(4)(i) of Rule 144A.
16. 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 Prudential Securities Structured Assets, Inc., Xxx Xxx
Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxx
Xxxxxx, 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 The Bank of
New York, 000 Xxxxxxx Xxxxxx (00X), Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust, 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, notices
shall be sent to the address specified by the Depositor's designation.
17. Access to Certain Documentation. Access to documentation regarding the
Term Assets will be afforded without charge to any Certificateholder so
requesting pursuant to Section 3.9 of the Agreement. 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.
18. Ratification of Agreement. With respect to the Series issued hereby, the
Base Trust Agreement, 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.
19. 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.
20. Governing Law. This Series Supplement and each Certificate issued
hereunder shall be construed in accordance with and governed by the law of the
State of New York without regard to principles of conflicts of law.
21. Covenant of Depositor. The Depositor hereby covenants that it will be
adequately capitalized at all times. The Depositor hereby further covenants
that it will not purchase or otherwise acquire any Certificates in the open
market or otherwise at any time.
* * * * *
IN WITNESS WHEREOF, the Depositor and the Trustee have caused this
Series Supplement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.
PRUDENTIAL SECURITIES STRUCTURED ASSETS, INC.,
as Depositor
By
------------------------------------------
Authorized Signatory
THE BANK OF NEW YORK,
a New York banking corporation,
as Trustee
By
------------------------------------------
Authorized Signatory
Exhibit A
[Form of Amortizing Class Certificate]
NUMBER Certificate Principal Balance $____________
R-___ Aggregate Certificate Principal Balance $48,096,190
CUSIP NO. 000000XX0
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO PRINCIPAL
PAYMENTS IN RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF AN OPTIONAL
REDEMPTION OR A SHORTENED MATURITY REDEMPTION (AS SUCH TERMS ARE DEFINED IN
THE TRUST AGREEMENT REFERRED TO HEREIN) ON OR PRIOR TO AUGUST 1, 2018. THE
REGISTERED HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK
SOLELY TO THE TRUST PROPERTY (TO THE EXTENT OF ITS RIGHTS THEREIN) FOR
DISTRIBUTIONS HEREUNDER.
THIS CERTIFICATE REPRESENTS A FRACTIONAL 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.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANsFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION.
THE TRUST HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. NO SALE OR OTHER TRANSFER OF THIS
CERTIFICATE SHALL BE PERMITTED WHICH WOULD REQUIRE REGISTRATION OF THE TRUST
THEREUNDER.
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES CHR 1998-1
RECEIPTS ON CORPORATE SECURITIES
SERIES CHR 1998-1
Amortizing Class Certificates evidencing a fractional undivided
beneficial ownership interest in the Trust, as defined below, the property of
which consists of $57,830,000 aggregate principal amount of 7.40% Debentures
due August 1, 2097 (the "Term Assets") issued by Chrysler Corporation, a
Delaware corporation ("CHR"), and deposited in the Trust by the Depositor, as
defined below. The Term Assets were purchased by the Trust from Prudential
Securities Structured Assets, Inc. (the "Depositor") in exchange for the
transfer of the Certificates to the Depositor by the Trust.
THIS CERTIFIES THAT ____________________________________________
is the registered owner of a nonassessable, fully-paid, fractional undivided
interest in Receipts on Corporate Securities Trust, Series CHR 1998-1 formed
by the Depositor. Under the Trust Agreement, except upon or after the
occurrence of an Optional Redemption, a Shortened Maturity Redemption or an
In-Kind Distribution, there will be distributed to the Holders of the
Amortizing Class Certificates an amount equal to the Fixed Payment plus any
Excess Interest on the first day of each February and August, or, if any such
day is not a Business Day and a Term Assets Scheduled Payment Date, then the
Business Day on or immediately following the Term Assets Scheduled Payment
Date, commencing August 1, 1998 through and including August 1, 2018; provided
that payment on each Scheduled Distribution Date shall be subject to receipt
of the corresponding payment of interest or principal, as applicable, on the
Term Assets. Each Fixed Payment shall be allocated first to interest accrued
during the related Interest Accrual Period at a rate equal to the Amortizing
Class Yield on the then outstanding Aggregate Certificate Principal Balance of
the Amortizing Class Certificates, with the balance of such Fixed Payment
allocated to the repayment of principal in accordance with the amortization
schedule attached to the Series Supplement as Schedule 2 (the "Amortization
Schedule"). Any Excess Interest shall be allocated as additional interest and
shall not be taken into account in the allocation of the Fixed Payment. In the
event of a Partial Optional Redemption or an exchange of Certificates for Term
Assets pursuant to Section 8 of the Series Supplement referred to below, the
Fixed Payment to the holders of the Amortizing Class Certificates and the
Certificate Principal Balance of this Certificate will be reduced in
accordance with the Trust Agreement. In the event of an Optional Redemption or
a Shortened Maturity Redemption, the Trustee will distribute the payments
received on the Term Assets on the Optional Redemption Date or the Shortened
Maturity Date, as applicable, to the holders of the Amortizing Class
Certificates, if still outstanding, and holders of the Residual Class
Certificates, respectively, in the same ratio as (i) the present value of all
originally scheduled future payments on the Amortizing Class Certificates
bears to (ii) the present value of all originally scheduled future payments on
the Term Assets after August 1, 2018, discounted semiannually in each case at
a rate of 7.40% per annum (such ratio being the "Distribution Ratio") to the
Optional Redemption Date or Shortened Maturity Date, as applicable. Such
amounts will be calculated by the Calculation Agent. If no Amortizing Class
Certificates are still outstanding, all payments will be made to the Holders
of the Residual Class Certificates. In the event of an In-Kind Distribution
pursuant to Section 3.6 of the Base Trust Agreement, the Trustee shall make
such In-Kind Distribution to the Holders of the Amortizing Class Certificates,
if still outstanding, and the Holders of the Residual Class Certificates,
respectively, on the basis of the Distribution Ratio to the date on which the
Payment Default, Change in Reporting Status, or Acceleration of the Term
Assets occurred. Such ratio shall be calculated by the Calculation Agent. If
no Amortizing Class Certificates are still outstanding, all such distributions
will be made to the Holders of the Residual Class Certificates.
The Trust was created pursuant to a Base Trust Agreement dated as of
August 28, 1997, as amended by Base Amendment No. 1 dated as of February 27,
1998 (together, the "Base Trust Agreement"), between the Depositor and The
Bank of New York, a New York banking corporation, not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the Series
CHR 1998-1 Supplement dated as of June 9, 1998 (the "Series Supplement" and,
together with the Base Trust 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
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 "Receipts on Corporate Securities, Series CHR 1998-1, Amortizing
Class Certificates" (herein called the "Amortizing Class Certificates"). The
Trust is also issuing certificates designated as "Receipts on Corporate
Securities, Series CHR 1998-1, Residual Class Certificates" (hereinafter
called the "Residual Class Certificates" and together with the Amortizing
Class Certificates, the "Certificates") pursuant to the Trust Agreement. 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 property of the Trust consists of the Term Assets and all
payments on or collections in respect of the Term Assets accrued on or after
the Closing Date, all as more fully specified in the Trust Agreement.
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distribution) and until the
obligation created by the Trust Agreement shall have terminated in accordance
therewith, distributions will be made on each Distribution Date to the Person
in whose name this Certificate is registered on the applicable Record Date.
The Record Date applicable to any Distribution Date is the 15th day
immediately preceding such Distribution Date.
Distributions made on this Certificate will be made as provided in
the Trust Agreement by the Trustee by wire transfer or credit to the
appropriate account of the Holder in immediately available funds, without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or
agency maintained for that purpose by the Trustee in the Borough of Manhattan,
the City of New York.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf 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.
It is the intent of the Depositor and the Certificateholders that,
for purposes of federal income, state and local income and franchise taxes and
any other taxes imposed upon, measured by or based upon gross or net income,
the Trust shall be treated as a grantor trust or, failing that, as a
partnership that is not treated as an association (or publicly traded
partnership) taxable as a corporation, and the Trust Agreement shall be
interpreted accordingly. Except as otherwise required by appropriate taxing
authorities, the Depositor and the other Certificateholders by acceptance of a
Certificate, agree to treat, the Certificates for such tax purposes as
interests in such grantor trust.
THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT-OF-LAW PROVISIONS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
THE BANK OF NEW YORK,
a New York banking corporation
By:
-------------------------------
Authorized Signatory
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Amortizing Class Certificates described in the
Trust Agreement referred to herein.
THE BANK OF NEW YORK,
a New York banking corporation, not
in its individual capacity but
solely as Trustee,
By:
-------------------------------
Authorized Signatory
(REVERSE OF TRUST CERTIFICATE)
The Certificates are limited in right of distribution to certain
payments and collections respecting the Trust Agreement, all as more
specifically set forth herein and in the Trust Agreement. The registered
Holder hereof, by its acceptance hereof, agrees that it will look solely to
the Term Assets (to the extent of its rights therein) for distributions
hereunder.
Subject to the next sentence and to certain exceptions provided in
the Trust Agreement, the Trust Agreement permits the amendment thereof and the
modification of the rights and obligations of the Depositor and the Trustee
and the rights of the Certificateholders under the Trust Agreement at any time
by the Depositor and the Trustee with the unanimous consent of the Holders of
each Outstanding Class of Certificates. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in
minimum Certificate Principal Balances of $250,000 and integral multiples of
$1.00 in excess thereof. As provided in the Trust Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same principal amount, Class, original issue date and
maturity, in authorized denominations as requested by the Holder surrendering
the same.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trustee in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by an assignment in the form below
and by such other documents as required by the Trust Agreement signed by, the
Holder hereof, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same principal amount will be issued
to the designated transferee or transferees. The Certificate Registrar
appointed under the Trust Agreement is The Bank of New York.
No service charge will be made for any registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Trustee, nor
any such agent shall be affected by any notice to the contrary.
The Trust and the obligations of the Depositor and the Trustee
created by the Trust Agreement with respect to the Certificates will terminate
upon (i) receipt and distribution to the holders of Certificates entitled
thereto of all amounts owed under the Trust Agreement in respect of the Term
Assets (subject to Section 9(c) of the Series Supplement), (ii) the occurrence
of any Shortened Maturity Redemption, (iii) the occurrence of any Optional
Redemption of all the Term Assets then held by the Trust, (iv) the occurrence
of an In-Kind Distribution of all Term Assets then held by the Trust or (v)
the delivery of the last remaining Term Assets then held by the Trust to
Certificateholders in exchange for Certificates pursuant to Section 8 of the
Series Supplement.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)
-------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
-------------------------------------------------------------------------------
Attorney to transfer said Trust Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated: ______________________
-----------------------------*
Signature Guaranteed;
-----------------------------*
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Certificate Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Certificate Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.
TO BE COMPLETED BY PURCHASER:
[Check one]
[ ] The undersigned represents and warrants that it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended.
Dated:
-------------------------------
(Signature)
or
[ ] The undersigned represents and warrants that it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of
1933, as amended).
Dated --------------------------------
(Signature)
NOTICE OF EXCHANGE
To: The Bank of New York, acting not in its individual capacity but
as trustee (the "Trustee") of Receipts on Corporate Securities Trust, Series
CHR 1998-1 (the "Trust") created pursuant to the Series Supplement dated as of
June 9, 1998 (the "Series Supplement") to the Base Trust Agreement dated as of
August 28, 1997, as amended (together, the "Trust Agreement"). (Capitalized
terms used and not defined herein have the meanings ascribed thereto in the
Trust Agreement).
By delivery of this duly completed Notice of Exchange, the
undersigned registered holder of Amortizing Class Certificates and Residual
Class Certificates of the Trust irrevocably exercises its option under, and
subject to the terms and conditions of, Section 8 of the Series Supplement to
exchange (a) Amortizing Class Certificates evidencing the percentage specified
below (the "Specified Percentage") (which shall not be less than 10%) of the
Aggregate Certificate Principal Balance of all outstanding Amortizing Class
Certificates of the Trust and (b) Residual Class Certificates evidencing the
Specified Percentage of the Aggregate Certificate Principal Balance of all
outstanding Residual Class Certificates of the Trust for Term Assets
representing the Specified Percentage of all Term Assets held in the Trust
(subject to rounding down to authorized denominations as provided in Section 8
of the Series Supplement).
The undersigned irrevocably undertakes to deliver to the Trustee on
the Exchange Date specified below the specified amount of Amortizing Class
Certificates and Residual Class Certificates held of record by the undersigned
in exchange for Term Assets in the Specified Percentage (subject to rounding
as described above).
Exchange Date: ________________________ (must be a Scheduled
Distribution Date occurring on or after August 1, 1999 and not less than 30
nor more than 45 days after the giving of this Notice).
Certificates to be Tendered:
Specified
Principal Amount of Percentage of
Certificate Principal Amount Certificate to be entire Class to
Class Number of Certificate Exchanged* be Exchanged**
----- ----------- ---------------- -------------------- ----------------
Amortizing $R-- $ $
Residual $R-- $ $ ________%
----------------------------------
* If not completed, the Holder will be deemed to have agreed to exchange
the entire Certificate Principal Balance represented by its Certificates.
** Must be not less than 10% and must represent the identical percentage of
the respective Aggregate Certificate Principal Balance of all outstanding
Amortizing Class Certificates and Residual Class Certificates issued by
the Trust.
Registration instruction for Term Assets (Note: must be eligible participant
of book-entry depository system if Term Assets are held through that system):
Dated: ________________
_____________________________________ *
Signature Guaranteed;
______________________________________*
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the Trust Certificate surrendered in connection with
the exchange in every particular, without alteration, enlargement or any
change whatever. Such signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Certificate Registrar, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
Exhibit B
[Form of Residual Class Certificate]
NUMBER Certificate Principal Balance $____________
R-___ Aggregate Certificate Principal Balance $57,830,000
CUSIP NO. 000000XX0
SEE REVERSE FOR CERTAIN DEFINITIONS
ON OR PRIOR TO AUGUST 1, 2018, THE HOLDER OF THIS CERTIFICATE SHALL
HAVE NO RIGHT TO PAYMENTS IN RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF
AN OPTIONAL REDEMPTION OR A SHORTENED MATURITY REDEMPTION (AS SUCH TERMS ARE
DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN) ON OR PRIOR TO SUCH DATE
AND PRIOR TO AUGUST 1, 2097, THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO
RIGHT TO PRINCIPAL PAYMENTS IN RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT
OF AN OPTIONAL REDEMPTION OR A SHORTENED MATURITY REDEMPTION (AS SUCH TERMS
ARE DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN) PRIOR TO SUCH DATE. THE
REGISTERED HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK
SOLELY TO THE TRUST PROPERTY (TO THE EXTENT OF ITS RIGHTS THEREIN) FOR
DISTRIBUTIONS HEREUNDER.
THIS CERTIFICATE REPRESENTS A FRACTIONAL 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.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANsFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION.
THE TRUST HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. NO SALE OR OTHER TRANSFER OF THIS
CERTIFICATE SHALL BE PERMITTED WHICH WOULD REQUIRE REGISTRATION OF THE TRUST
THEREUNDER.
THE RESIDUAL CLASS CERTIFICATES MAY ONLY BE HELD BY PERSONS WHO
CERTIFY THAT THE BENEFICIAL OWNER THEREOF IS EXEMPT FROM WITHHOLDING UNDER
U.S. FEDERAL INCOME TAX LAWS.
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES CHR 1998-1
RECEIPTS ON CORPORATE SECURITIES
ON SERIES CHR 1998-1
Residual Class Certificates evidencing a fractional undivided
beneficial ownership interest in the Trust, as defined below, the property of
which consists of $57,830,000 aggregate principal amount of 7.40% Debentures
due August 1, 2097 (the "Term Assets") issued by Chrysler Corporation, a
Delaware corporation ("CHR"), and deposited in the Trust by the Depositor, as
defined below. The Term Assets were purchased by the Trust from Prudential
Securities Structured Assets, Inc. (the "Depositor") in exchange for the
transfer of the Certificates to the Depositor by the Trust.
THIS CERTIFIES THAT _____________________________________________ is
the registered owner of a nonassessable, fully-paid, fractional undivided
interest in Receipts on Corporate Securities Trust, Series CHR 1998-1 formed
by the Depositor. Under the Trust Agreement, except upon or after the
occurrence of an Optional Redemption, a Shortened Maturity Redemption or an
In-Kind Distribution (as such terms are defined in the Trust Agreement), there
will be distributed to the Holders of the Residual Class Certificates, to the
extent of Interest Collections constituting Available Funds, an amount equal
to the payments of interest received from CHR on account of the Term Assets
plus any Excess Interest on the first day of each February and August, or, if
any such day is not a Business Day and a Term Assets Scheduled Payment Date,
then the Business Day on or immediately following the Term Assets Scheduled
Payment Date, commencing February 1, 2019 through and including August 1,
2097; provided that payment on each Scheduled Distribution Date shall be
subject to receipt of the corresponding payment of interest or principal, as
applicable, on the Term Assets. Any Excess Interest shall be allocated as
additional interest and shall not be taken into account in the allocation of
the payments of interest received from CHR on account of the Terms Assets. On
August 1, 2097, there will be distributed to the Holders of the Residual Class
Certificates, the proceeds from the maturity of the Term Assets; provided that
if payment of the proceeds from the maturity of the Term Assets due from CHR
on August 1, 2097 is not made by CHR on such date, the proceeds from the
maturity of the Term Assets will not be distributed to the Holders of the
Residual Class Certificates until payments of such proceeds is made by CHR or
the Trustee makes an In-Kind Distribution to Certificateholders in accordance
with the Trust Agreement. With respect to any distribution to the Residual
Class Certificates (as defined below), the percentage of such distribution to
which this Certificateholder is entitled on any such Distribution Date is such
Certificateholder's Percentage Interest of such distribution. In the event of
an Optional Redemption or a Shortened Maturity Redemption, the Trustee will
distribute the payments received on the Term Assets on the Optional Redemption
Date or the Shortened Maturity Date, as applicable, to the holders of the
Amortizing Class Certificates, if still outstanding, and holders of the
Residual Class Certificates, respectively, in the same ratio as (i) the
present value of all originally scheduled future payments on the Amortizing
Class Certificates bears to (ii) the present value of all originally scheduled
future payments on the Term Assets after August 1, 2018, discounted
semiannually in each case at a rate of 7.40% per annum (such ratio being the
"Distribution Ratio") to the Optional Redemption Date or Shortened Maturity
Date, as applicable. Such amounts will be calculated by the Calculation Agent.
If no Amortizing Class Certificates are still outstanding, all payments will
be made to the Holders of the Residual Class Certificates. In the event of an
In-Kind Distribution pursuant to Section 3.6 of the Base Trust Agreement, the
Trustee shall make such In-Kind Distribution to the Holders of the Amortizing
Class Certificates, if still outstanding, and the Holders of the Residual
Class Certificates, respectively, on the basis of the Distribution Ratio to
the date on which the Payment Default, Change in Reporting Status, or
Acceleration of the Term Assets occurred. Such ratio shall be calculated by
the Calculation Agent. If no Amortizing Class Certificates are still
outstanding, all such distributions will be made to the Holders of the
Residual Class Certificates. In the event of a Partial Optional Redemption or
an exchange of Certificates for Terms Assets pursuant to Section 8 of the
Series Supplement referred to below, the payments of interest received from
CHR on account of the Term Assets made to the holders of the Residual Class
Certificates and the Certificate Principal Balance of this Certificate will be
reduced in accordance with the Trust Agreement.
The Trust was created pursuant to a Base Trust Agreement dated as of
August 28, 1997, as amended by Base Amendment No. 1 dated as of February 27,
1998 (together, the "Base Trust Agreement"), between the Depositor and The
Bank of New York, a New York banking corporation, not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the Series
CHR 1998-1 Supplement dated as of June 9, 1998 (the "Series Supplement" and,
together with the Base Trust 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
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 "Receipts on Corporate Securities, Series CHR 1998-1, Residual
Class Certificates" (herein called the "Residual Class Certificates"). The
Trust is also issuing certificates designated as "Receipts on Corporate
Securities, Series CHR 1998-1, Amortizing Class Certificates" (hereinafter
called the "Amortizing Class Certificates" and together with the Residual
Class Certificates, the "Certificates") pursuant to the Trust Agreement. 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 property of the Trust consists of the Term Assets and all
payments on or collections in respect of the Term Assets accrued on or after
the Closing Date, all as more fully specified in the Trust Agreement.
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distributions) and until the
obligation created by the Trust Agreement shall have terminated in accordance
therewith, distributions will be made on each Distribution Date to the Person
in whose name this Certificate is registered on the applicable Record Date.
The Record Date applicable to any Distribution Date is the 15th day
immediately preceding such Distribution Date.
Distributions made on this Certificate will be made as provided in
the Trust Agreement by the Trustee by wire transfer or credit to the
appropriate account of the Holder in immediately available funds, without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or
agency maintained for that purpose by the Trustee in the Borough of Manhattan,
the City of New York.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf 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.
It is the intent of the Depositor and the Certificateholders that,
for purposes of federal income, state and local income and franchise taxes and
any other taxes imposed upon, measured by or based upon gross or net income,
the Trust shall be treated as a grantor trust or, failing that, as a
partnership that is not treated as an association (or publicly traded
partnership) taxable as a corporation or a public traded partnership, and the
Trust Agreement shall be interpreted accordingly. Except as otherwise required
by appropriate taxing authorities, the Depositor and the other
Certificateholders by acceptance of a Certificate, agree to treat, the
Certificates for such tax purposes as interests in such grantor trust.
THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT-OF-LAW PROVISIONS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
THE BANK OF NEW YORK,
a New York banking corporation,
By: ________________________________
Authorized Signatory
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Residual Class Certificates described in the Trust
Agreement referred to herein.
THE BANK OF NEW YORK,
a New York banking corporation, not in
its individual capacity but solely as
Trustee,
By: ________________________________
Authorized Signatory
(REVERSE OF TRUST CERTIFICATE)
The Certificates are limited in right of distribution to certain
payments and collections respecting the Trust Agreement, all as more
specifically set forth herein and in the Trust Agreement. The registered
Holder hereof, by its acceptance hereof, agrees that it will look solely to
the Term Assets (to the extent of its rights therein) for distributions
hereunder.
Subject to the next sentence and to certain exceptions provided in
the Trust Agreement, the Trust Agreement permits the amendment thereof and the
modification of the rights and obligations of the Depositor and the Trustee
and the rights of the Certificateholders under the Trust Agreement at any time
by the Depositor and the Trustee with the unanimous consent of the Holders of
each Outstanding Class of Certificates. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in
minimum Certificate Principal Balances of $500,000 and integral multiples of
$1.00 in excess thereof. As provided in the Trust Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same principal amount, Class, original issue date and
maturity, in authorized denominations as requested by the Holder surrendering
the same.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trustee in the Borough of Manhattan, The City of
New York, duly endorsed, by or accompanied by an assignment in the form below
and by such other documents as required by the Trust Agreement signed by, the
Holder hereof, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same principal amount will be issued
to the designated transferee or transferees. The Certificate Registrar
appointed under the Trust Agreement is The Bank of New York.
No service charge will be made for any registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Trustee, nor
any such agent shall be affected by any notice to the contrary.
The Trust and the obligations of the Depositor and the Trustee
created by the Trust Agreement with respect to the Certificates will terminate
upon (i) receipt and distribution to the holders of Certificates entitled
thereto of all amounts owed under the Trust Agreement in respect of the Term
Assets (subject to Section 9(c) of the Series Supplement), (ii) the occurrence
of any Shortened Maturity Redemption, (iii) the occurrence of any Optional
Redemption of all the Term Assets then held by the Trust, (iv) the occurrence
of an In-Kind Distribution of all Term Assets then held by the Trust or (v)
the delivery of the last remaining Term Assets then held by the Trust to
Certificateholders in exchange for Certificates pursuant to Section 8 of the
Series Supplement.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
-------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)
-------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
-------------------------------------------------------------------------------
Attorney to transfer said Trust Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated: __________________________
*
----------------------------------
Signature Guaranteed;
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Certificate Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Certificate Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.
TO BE COMPLETED BY PURCHASER:
The undersigned represents and warrants that the beneficial owner
hereof is either (i) a United States person, or (ii) a non-United States
person who is exempt from withholding under U.S. federal income tax laws and
has completed, accurately and in a manner reasonably satisfactory to the
Trustee or its agent, an appropriate statement (generally on IRS Form W-8),
signed under penalties of perjury, identifying the beneficial owner and
stating that the beneficial owner is not a United States person (or, after
December 31, 1999, has satisfied applicable documentary evidence requirements
for establishing that it is not a United States person) and delivered such
statement (or documentary evidence) to the Trustee or its agent.
Dated
------------ ---------------------------------
(Signature)
[Check one]
[ ] The undersigned represents and warrants that it is an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act of 1933, as amended.
Dated *
------------ ---------------------------------
(Signature)
or
[ ] The undersigned represents and warrants that it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of
1933, as amended).
Dated
------------ ---------------------------------
(Signature)
NOTICE OF EXCHANGE
To: The Bank of New York, acting not in its individual capacity but
as trustee (the "Trustee") of Receipts on Corporate Securities Trust, Series
CHR 1998-1 (the "Trust") created pursuant to the Series Supplement dated as of
June 9, 1998 (the "Series Supplement") to the Base Trust Agreement dated as of
August 28, 1997, as amended (together, the "Trust Agreement"). (Capitalized
terms used and not defined herein have the meanings ascribed thereto in the
Trust Agreement).
[Complete the following for Exchange Dates before August 1, 2018]
By delivery of this duly completed Notice of Exchange, the
undersigned registered holder of Amortizing Class Certificates and Residual
Class Certificates of the Trust irrevocably exercises its option under, and
subject to the terms and conditions of, Section 8 of the Series Supplement to
exchange (a) Amortizing Class Certificates evidencing the percentage specified
below (the "Specified Percentage") (which shall not be less than 10%) of the
Aggregate Certificate Principal Balance of all outstanding Amortizing Class
Certificates of the Trust and (b) Residual Class Certificates evidencing the
Specified Percentage of the Aggregate Certificate Principal Balance of all
outstanding Residual Class Certificates of the Trust for Term Assets
representing the Specified Percentage of all Term Assets held in the Trust
(subject to rounding down to authorized denominations as provided in Section 8
of the Series Supplement).
The undersigned irrevocably undertakes to deliver to the Trustee on
the Exchange Date specified below the specified amount of Amortizing Class
Certificates and Residual Class Certificates held of record by the undersigned
in exchange for Term Assets in the Specified Percentage (subject to rounding
as described above).
Exchange Date: ________________________ (must be a Scheduled
Distribution Date occurring on or after August 1, 1999 and not less than 30
nor more than 45 days after the giving of this Notice).
Certificates to be Tendered:
Specified
Principal Amount of Percentage of
Certificate Principal Amount Certificate to be entire Class to
Class Number of Certificate Exchanged* be Exchanged**
----- ------------- ----------------- ------------------- ---------------
Amortizing R-- $ $
Residual R-- $ $ ________%
[Complete the following for Exchange Dates on or after August 1, 2018]
By delivery of this duly completed Notice of Exchange, the
undersigned registered holder of Residual Class Certificates of the Trust
irrevocably exercises its option under, and subject to the terms and
conditions of, Section 8 of the Series Supplement to exchange Residual Class
Certificates evidencing the percentage specified below (the "Specified
Percentage") (which shall not be less than 10%) of the Aggregate Certificate
Principal Balance of all outstanding Residual Class Certificates of the Trust
for Term Assets representing the Specified Percentage of all Term Assets held
in the Trust (subject to rounding down to authorized denominations as provided
in Section 8 of the Series Supplement).
----------------------
* If not completed, the Holder will be deemed to have agreed to exchange
the entire Certificate Principal Balance represented by its Certificates.
** Must be not less than 10% and must represent the identical percentage of
the respective aggregate Certificate Principal Balances of all
outstanding Amortizing Class Certificates and Residual Class Certificates
issued by the Trust.
The undersigned irrevocably undertakes to deliver to the Trustee on
the Exchange Date specified below the specified amount of Residual Class
Certificates held of record by the undersigned in exchange for Term Assets in
the Specified Percentage (subject to rounding as described above).
Exchange Date: ________________________ (must be a Scheduled
Distribution Date occurring on or after August 1, 2018 and not less than 30
nor more than 45 days after the giving of this Notice).
Certificates to be Tendered:
Specified
Principal Amount of Percentage of
Certificate Principal Amount Certificate to be entire Class to
Class Number of Certificate Exchanged*** be Exchanged****
--------- ----------- ---------------- ------------------- ----------------
Residual R-- $ $ ________%
*** If not completed, the Holder will be deemed to have agreed to exchange the
entire Certificate Principal Balance represented by its Certificates.
**** Must be not less than 10% and must represent the identical percentage of
the respective Aggregate Certificate Principal Balances of all outstanding
Residual Class Certificates issued by the Trust.
Registration instruction for Term Assets (Note: must be eligible participant
of book-entry depository system if Term Assets are held through that system):
Dated: ________________
______________________________________*
Signature Guaranteed;
______________________________________*
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the Trust Certificate surrendered in connection with
the exchange in every particular, without alteration, enlargement or any
change whatever. Such signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Certificate Registrar, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
IDENTIFICATION OF TERM ASSETS
Terms of Term Assets:
CHR:................................................. Chrysler Corporation
Term Assets:......................................... 7.40% Debentures due August 1, 2097
Issue Date:.......................................... On or about July 15, 1997
Original Principal Maturity Date:.................... August 1, 2097
Original Principal Amount Issued:.................... $500,000,000
CUSIP Number:........................................ 000000XX0
Stated Interest Rate:................................ 7.40%
Interest Payment Dates:.............................. February 1 and August 1
Mode of Payment of Term Assets:...................... By credit to the account of the holder at DTC
Principal Amount of Term Assets Deposited
Under Trust Agreement:............................ $57,830,000
The Term Assets will be held by the Trustee for the Owners of
Certificates as book-entry credits to an account of the Trustee at DTC.
Schedule 2
AMORTIZING CLASS CERTIFICATES
SCHEDULE OF AMORTIZING PAYMENTS*
DATE INTEREST PAYMENT PRINCIPAL PAYMENT TOTAL CASHFLOW REMAINING BALANCE
-------------------------------------------------------------------------------------------------------------------
August 1, 1998 1,563,126.18 576,583.82 2,139,710.00 47,519,606.18
February 1, 1999 1,544,387.20 595,322.80 2,139,710.00 46,924,283.38
August 1, 1999 1,525,039.21 614,670.79 2,139,710.00 46,309,612.59
February 1, 2000 1,505,062.41 634,647.59 2,139,710.00 45,674,965.00
August 1, 2000 1,484,436.36 655,273.64 2,139,710.00 45,019,691.36
February 1, 2001 1,463,139.97 676,570.03 2,139,710.00 44,343,121.33
August 1, 2001 1,441,151.44 698,558.56 2,139,710.00 43,644,562.77
February 1, 2002 1,418,448.29 721,261.71 2,139,710.00 42,923,301.06
August 1, 2002 1,395,007.28 744,702.72 2,139,710.00 42,178,598.34
February 1, 2003 1,370,804.45 768,905.55 2,139,710.00 41,409,692.79
August 1, 2003 1,345,815.02 793,894.98 2,139,710.00 40,615,797.81
February 1, 2004 1,320,013.43 819,696.57 2,139,710.00 39,796,101.24
August 1, 2004 1,293,373.29 846,336.71 2,139,710.00 38,949,764.53
February 1, 2005 1,265,867.35 873,842.65 2,139,710.00 38,075,921.88
August 1, 2005 1,237,467.46 902,242.54 2,139,710.00 37,173,679.34
February 1, 2006 1,208,144.58 931,565.42 2,139,710.00 36,242,113.92
August 1, 2006 1,177,868.70 961,841.30 2,139,710.00 35,280,272.62
February 1, 2007 1,146,608.86 993,101.14 2,139,710.00 34,287,171.48
August 1, 2007 1,114,333.07 1,025,376.93 2,139,710.00 33,261,794.55
February 1, 2008 1,081,008.32 1,058,701.68 2,139,710.00 32,203,092.87
August 1, 2008 1,046,600.52 1,093,109.48 2,139,710.00 31,109,983.39
February 1, 2009 1,011,074.46 1,128,635.54 2,139,710.00 29,981,347.85
August 1, 2009 974,393.81 1,165,316.19 2,139,710.00 28,816,031.66
February 1, 2010 936,521.03 1,203,188.97 2,139,710.00 27,612,842.69
August 1, 2010 897,417.39 1,242,292.61 2,139,710.00 26,370,550.08
February 1, 2011 857,042.88 1,282,667.12 2,139,710.00 25,087,882.96
August 1, 2011 815,356.20 1,324,353.80 2,139,710.00 23,763,529.16
February 1, 2012 772,314.70 1,367,395.30 2,139,710.00 22,396,133.86
August 1, 2012 727,874.35 1,411,835.65 2,139,710.00 20,984,298.21
February 1, 2013 681,989.69 1,457,720.31 2,139,710.00 19,526,577.90
August 1, 2013 634,613.78 1,505,096.22 2,139,710.00 18,021,481.68
February 1, 2014 585,698.15 1,554,011.85 2,139,710.00 16,467,469.83
August 1, 2014 535,192.77 1,604,517.23 2,139,710.00 14,862,952.60
February 1, 2015 483,045.96 1,656,664.04 2,139,710.00 13,206,288.56
August 1, 2015 429,204.38 1,710,505.62 2,139,710.00 11,495,782.94
February 1, 2016 373,612.95 1,766,097.05 2,139,710.00 9,729,685.89
August 1, 2016 316,214.79 1,823,495.21 2,139,710.00 7,906,190.68
February 1, 2017 256,951.20 1,882,758.80 2,139,710.00 6,023,431.88
August 1, 2017 195,761.54 1,943,948.46 2,139,710.00 4,079,483.42
February 1, 2018 132,583.21 2,007,126.79 2,139,710.00 2,072,356.63
August 1, 2018 67,353.37 2,072,356.63 2,139,710.00 (0.00)
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* Subject to change pursuant to Section 9(a) of the Agreement following a Partial Optional Redemption
