EXHIBIT 4.2
SERIES C 1998-6 SUPPLEMENT
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
TIERSSM Corporate Bond-Backed Certificates Trust C 1998-6
SERIES C 1998-6 SUPPLEMENT dated as of May 21, 1998 (this
"Series Supplement") between STRUCTURED PRODUCTS CORP., a
Delaware corporation, as depositor (the "Depositor"),
and U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association, as trustee (the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of May 21, 1998 (as
amended and supplemented pursuant to a 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 Agreement for the
purpose of creating a trust. Section 5.13 of the 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 TIERS Corporate
Bond-Backed Certificates Trust C 1998-6, and a new Series of trust certificates
to be issued thereby, which certificates shall be known as the TIERSSM Corporate
Bond-Backed Certificates, Series C 1998-6, and the Depositor and the Trustee
shall herein specify certain terms and conditions in respect thereof.
The Certificates shall be Fixed Rate Certificates issued in two
Classes consisting of (a) the Amortizing Class Certificates (the "Amortizing
Class Certificates"), and (b) the ZTF Class Certificates (the "ZTF Class
Certificates," and collectively with the Amortizing Class Certificates, the
"Certificates").
On behalf of and pursuant to the authorizing resolutions of the Board
of Directors of the Depositor, an authorized officer of the Depositor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Agreement and this Series Supplement in accordance with the
terms of Section 5.13 of the Agreement.
SECTION 1. CERTAIN DEFINED TERMS. (a) All terms used in this Series
Supplement that are defined in the 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 Agreement also contains rules as to usage which shall be
applicable hereto.
(b) Pursuant to Article I of the Agreement, the meaning of certain
defined terms used in the Agreement shall, when applied to the trust
certificates of a particular Series, be as defined in Article I but with such
additional provisions and modifications as are specified in the related series
supplement. With respect to the Certificates, the following definitions shall
apply:
"ACCELERATION": The acceleration of the maturity of the Term Assets
after the occurrence of a default under the Term Assets (other than a Payment
Default).
"AFFILIATE'S EXCHANGE RIGHT": As defined in Section 28 hereof.
"AGGREGATE AMORTIZED AMOUNT": The aggregate Amortized Amount of all
the Amortizing Class Certificates. On each Scheduled Distribution Date as set
forth on Schedule 2 hereto, the Aggregate Amortized Amount will be reduced by
the positive difference between (i) the Fixed Payment made on such Distribution
Date and (ii) interest accrued on the Certificate Principal Balance at the
Amortizing Class Yield during the Interest Accrual Period.
"AGGREGATE CERTIFICATE PRINCIPAL BALANCE": The Aggregate Certificate
Principal Balance of the ZTF Class Certificates as of any date of determination
shall be equal to the aggregate principal balance of the Term Assets in the
Trust as of such date of determination. The Aggregate Certificate Principal
Balance of the Amortizing Class Certificates as of any date of determination
shall be equal to the Aggregate Amortized Amount.
"AMORTIZED AMOUNT": For any Amortizing Class Certificate of $1,000
denomination, initially, $1,000.
"AMORTIZING CLASS FINAL DISTRIBUTION DATE": August 1, 2018.
"AMORTIZING CLASS YIELD": 6.6% per annum.
"BUSINESS DAY": Any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated by
law, executive order or governmental decree to be closed.
"CALCULATION AGENT": Salomon Brothers Inc.
"CERTIFICATEHOLDER" or "HOLDER": With respect to any outstanding
Certificate, the Holder thereof.
"CERTIFICATEHOLDERS" or "HOLDERS": The Holders of the Amortizing Class
Certificates and the ZTF Class Certificates.
"CERTIFICATE PRINCIPAL BALANCE": For any ZTF Class Certificate, a pro
rata portion of the then current Aggregate Certificate Principal Balance of all
outstanding ZTF Class Certificates; and for any Amortizing Class Certificate,
the Amortized Amount.
"CLOSING DATE": May 21, 1998.
"COLLECTION ACCOUNT": With respect to each Series, an account
established and maintained by the Trustee in its corporate trust department in
the Trustee's name on behalf of the related Certificateholders, into which all
payments made on or with respect to the related Term Assets will be deposited.
"COLLECTION PERIOD": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.
"CORPORATE TRUST OFFICE": U.S. Bank Trust National Association, 000
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust or
such other corporate trust office as the Trustee shall designate in writing to
the Depositor and the Certificateholders.
"DEPOSITARY": The Depository Trust Company.
"DISTRIBUTION DATE": Any Scheduled Distribution Date, Special Event
Redemption Distribution Date or Term Assets Default Distribution Date.
"FIXED PAYMENT": Each equal semiannual installment of interest
received on the Term Assets by the Trustee, in an amount equal to the product of
(i) 7.40%, (ii) 180 divided by 360 and (iii) $50,000,000 (or such other amount
equal to the amount of Term Assets in the Trust) through and including April 1,
2018.
"INDENTURE": The indenture under which the Term Assets were issued.
"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 current Scheduled
Distribution Date.
"INTEREST COLLECTIONS": With respect to any Scheduled Distribution
Date, all payments received by the Trustee, during the Collection Period ending
on such Scheduled Distribution Date, in respect of (i) interest on the Term
Assets and (ii) penalties or other amounts required to be paid because of late
payments on the Term Assets.
"NYSE": The New York Stock Exchange, Inc.
"PAYMENT DEFAULT": A default by the Term Assets Issuer in the payment
of any amount due (on the Term Assets after the same becomes due and payable
(and the expiration if any applicable grace period on the Term Assets).
"PASS-THROUGH RATE": 7.40% per annum.
"PLACE OF DISTRIBUTION": New York, New York.
"RATING AGENCY": Each of Xxxxx'x Investors Service, Inc. ("Moody's"),
and Standard & Poor's Ratings Services ("S&P"), a division of The XxXxxx-Xxxx
Companies, Inc., and any successor to either of the foregoing. References to
"the Rating Agency" in the Agreement shall mean each such credit rating agency.
"RECORD DATE": With respect to any Distribution Date, the day
immediately preceding such Distribution Date.
"REQUIRED PERCENTAGE--DIRECTION OF TRUSTEE": For purposes of this
Series Supplement, 66-2/3% of the aggregate Voting Rights of the Certificates.
"REQUIRED PERCENTAGE--REMEDIES": For purposes of this Series
Supplement, 66-2/3% of the aggregate Voting Rights of the Certificates.
"SCHEDULED DISTRIBUTION DATE": The first day of each February and
August, or, if any such day is not a Business Day, then the immediately
following Business Day, commencing August 1, 1998, through and including August
1, 2018; provided, however, that payment on each Scheduled Distribution Date
(other than August 1, 2018) shall be subject to prior payment of interest or
principal, as applicable, on the Term Assets.
"SPECIAL EVENT REDEMPTION": (i) A shortening of the maturity of the
Term Assets by the Term Assets Issuer to a date prior to April 1, 2018 as a
result of a Tax Event, (ii) a redemption of the Term Assets in whole by the Term
Assets Issuer on a date prior to April 1, 2018 as a result of a Tax Event and
the receipt by the the Term Assets Issuer of a Tax Event Redemption Opinion or
(iii) a Term Assets Optional Redemption on a date prior to April 1, 2018, in
which event the Certificates or a portion thereof will be redeemed.
"SPECIAL EVENT REDEMPTION DATE": The date of the redemption of Term
Assets pursuant to a Special Event Redemption.
"SPECIAL EVENT REDEMPTION DISTRIBUTION DATE": The date on which the
Trustee receives the payment on the Term Assets due on a Special Event
Redemption Date.
"SPECIFIED CURRENCY": United States Dollars.
"TAX EVENT": means that the Term Assets Issuer 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 the Term Assets
Issuer on the Term Assets is not, or will not be, deductible, in whole or in
part, by the Term Assets Issuer for United States federal income tax purposes.
"TAX EVENT REDEMPTION OPINION": An opinion of nationally recognized
independent tax counsel to the effect that there would be, notwithstanding any
shortening of the maturity of the Term Assets, more than an insubstantial risk
that interest paid on the Term Assets by the Term Assets Issuer is not, or will
not be, deductible in whole or part, by the Term Assets Issuer for United States
income tax purposes.
"TERM ASSETS": The 7.40% Debentures due August 1, 2097 issued by the
Term Assets Issuer, deposited in the Trust by the Depositor and identified on
Schedule 1 hereto in the initial aggregate principal amount of $50,000,000 (the
"Securities"), together with all cash, instrument, securities and other
investment property arising from, relating to or consisting of the Securities.
Term Assets shall also include additional 7.40% Debentures due August 1, 2097
issued by the Term Assets Issuer and deposited in the Trust by the Depositor
pursuant to Section 5.
"TERM ASSETS DEFAULT DISTRIBUTION DATE": The date on which the Trustee
makes a distribution in kind of the Term Assets following a Payment Default or
Acceleration.
"TERM ASSETS ISSUER": Chrysler Corporation.
"TERM ASSETS OPTIONAL REDEMPTION": The optional redemption of the Term
Assets by the Term Assets Issuer in whole at any time or in part from time to
time on not less than 30 nor more than 60 days' notice to the holders of the
Term Assets.
"TERM ASSETS PAYMENT DATE": The first day of each February and August,
commencing February 1, 1998; PROVIDED, HOWEVER, that if any Term Assets Payment
Date would otherwise fall on a day that is not a Business Day, such Term Assets
Payment Date will be the following Business Day.
"TERM ASSETS PROSPECTUS": The prospectus of the Term Assets Issuer,
dated February 19, 1997, as supplemented by a supplement thereto, dated July 15,
1997, with respect to the Term Assets.
"TERM ASSETS TRUSTEE": The trustee under the Indenture.
"TRUST": TIERS Corporate Bond-Backed Certificates Trust C 1998-6.
"TRUST TERMINATION EVENT": (a) the distribution in kind of all the
Term Assets to the ZTF Class Certificateholders on August 1, 2018, (b) the
payment in full of amounts due and owing on the Certificates following a Special
Event Redemption, (c) the distribution in kind of the Term Assets to the ZTF
Class Certificateholders and Amortizing Class Certificateholders after a Payment
Default or an Acceleration or (d) the distribution in kind of all the Term
Assets upon the tender at any time pursuant to an Affiliate's Exchange Right
with respect to 100% of each of the aggregate principal amount of the
then-outstanding ZTF Class Certificates and the Amortizing Class Certificates in
exchange for 100% of the aggregate principal amount of the Term Assets.
"VOTING RIGHTS": The ZTF Class Certificateholders shall have 50% of
the total Voting Rights with respect to the Certificates, and the Amortizing
Class Certificateholders shall have 50% of the total Voting Rights with respect
to the Certificates. 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 Certificate Principal Balances held by such Holders
on any date of determination, and (b) with respect to the ZTF Class
Certificates, the voting rights allotted to such Class, allocated among all
Holders of ZTF Class Certificates in proportion to the respective Certificate
Principal Balances held by such Holders on any date of determination.
SECTION 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, for deposit in the Collection Account the
Term Assets in exchange for the delivery to, or at the direction of the
Depositor, of all of the Certificates, representing an undivided 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 distributions 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 14 hereof shall not release the Trustee from its duties herein or
therein.
SECTION 3. DESIGNATION. There is hereby created a Series of trust
certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "TIERSSM Corporate Bond-Backed Certificates, Series C
1998-6." The Certificates shall be issued in two Classes consisting of the
Amortizing Class Certificates and the ZTF Class Certificates.
SECTION 4. DATE OF THE CERTIFICATES. The Certificates that are
authenticated and delivered by the Trustee to or upon Depositor Order on the
Closing Date shall be dated the Closing Date. All other Certificates that are
authenticated after the Closing Date for any other purpose under the Agreement
shall be dated the date of their authentication. The Certificates shall all be
originally issued on the Closing Date.
SECTION 5. CERTIFICATE PRINCIPAL BALANCE AND DENOMINATIONS. The
Trustee shall cause the Certificates to be executed on behalf of the Trust,
authenticated and delivered to the Depositor upon the written order of the
Depositor. The Certificates are issuable in minimum denominations of $1,000 and
in integral multiples thereof. The Depositor may sell to the Trustee additional
Term Assets for deposit in the Trust on any date hereafter upon at least 5
Business Days notice to the Trustee and upon (i) satisfaction of the Rating
Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that
the deposit of such additional Term Assets will not materially increase the
likelihood that the Trust would fail to qualify as a grantor trust under the
Code. Upon such sale to the Trustee, the Trustee shall deposit such additional
Term Assets in the Collection Account, and shall authenticate and deliver to the
Depositor, or its order, (i) ZTF Class Certificates in a Certificate Principal
Balance equal to the principal amount of such additional Term Assets deposited
into the Trust and (ii) Amortizing Class Certificates in a Certificate Principal
Balance calculated in the same manner as used in the initial offering of the
Certificates hereunder, as calculated by the Depositor. Any such additional
Certificates authenticated and delivered shall rank pari passu with any
Certificates of the same class previously issued in accordance with this Series
Supplement.
SECTION 6. CURRENCY OF THE CERTIFICATES. All distributions on the
Certificates will be made in the Specified Currency.
SECTION 7. FORM OF SECURITIES. The Certificates will be delivered in
registered form and will be represented by one or more Global Securities issued
in accordance with Section 5.9 of the Agreement and initially registered in the
name of Cede & Co. as nominee of The Depository Trust Company. The Amortizing
Class Certificates shall be in the form attached hereto as Exhibit A and the ZTF
Class Certificates shall be in the form attached hereto as Exhibit B.
SECTION 8. [RESERVED.]
SECTION 9. CERTAIN PROVISIONS OF BASE TRUST AGREEMENT NOT APPLICABLE.
The provisions of Sections 3.12, 5.16, 5.17 and 9.1 of the Base Trust Agreement
dated as of May 21, 1998 and any other provision of the Base Trust Agreement
dated as of May 21, 1998 which imposes obligations on, or creates rights in
favor of, the Trustee or the Certificateholders as a result of or in connection
with an "Event of Default" or "Administrative Agent Termination Event" shall be
inapplicable with respect to the Certificates.
SECTION 10. DISTRIBUTIONS. (a) On each Scheduled Distribution Date,
the Trustee shall distribute the related Fixed Payment to the Holders of the
Amortizing Class Certificates, to the extent of Interest Collections; provided,
however, if 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 such amount received on the Business Day following such receipt.
Each Fixed Payment shall be allocated first to interest accrued at a rate equal
to the Amortizing Class Yield on the then-outstanding Aggregate Certificate
Principal Balance of the Amortizing Certificates, with the balance of such Fixed
Payment allocated to repayment of principal, in accordance with the schedule
attached hereto as Schedule 2; provided that to the extent the amount received
in respect of the Fixed Payment due August 1, 2018 exceeds the amounts due on
the Certificates, after the Certificates are paid in full, such excess shall be
paid to the Trustee as compensation for its services rendered under this and
other similar agreements, and the Depositor shall receive a credit against the
amount which it would otherwise have owed the Trustee, in the absence of such
payment, in respect of the Trustee's fees and expenses.
(b) On August 1, 2018, the Trustee shall distribute the Term Assets in
kind to the ZTF Class Certificateholders.
(c) In the event of a Payment Default or an Acceleration, on a Term
Assets Default Distribution Date, the Trustee shall distribute the Term Assets
in kind to the Holders of the Amortizing Class Certificates and the Holders of
the ZTF Class Certificates in the same ratio as (i) the present value of all
scheduled future payments on the Amortizing Class Certificates discounted
semiannually at a rate of 6.60% per annum to the date of such Payment Default or
Acceleration bears to (ii) the present value of all scheduled future payments on
the Term Assets after August 1, 2018 discounted semiannually at a rate of 7.057%
per annum to the date of such Payment Default or Acceleration. Such ratio shall
be calculated by the Calculation Agent. Schedule 3 hereto contains a table
showing as of each Scheduled Distribution Date such ratio and the amounts that
would be distributable to the Amortizing Class Certificates and the ZTF Class
Certificates, respectively, if the Term Assets are redeemed at par.
(d) On a Special Event Redemption Distribution Date, the Trustee shall
distribute the amount received from the Term Assets Issuer on or with respect to
any Special Event Redemption Date to the Holders of the Amortizing Class
Certificates and ZTF Class Certificates in the same ratio as (i) the present
value of all scheduled future payments on the Amortizing Class Certificates
discounted semiannually at a rate of 6.60% per annum to the Special Event
Redemption Date bears to (ii) the present value of all scheduled future payments
on the Term Assets after August 1, 2018 discounted semiannually at a rate of
7.057% per annum to the Special Event Redemption Date. Such ratio shall be
calculated by the Calculation Agent. Schedule 3 hereto contains a table showing
as of each Scheduled Distribution Date such ratio and the amounts that would be
distributable to the Amortizing Class Certificates and the ZTF Class
Certificates, respectively, if the Term Assets are redeemed at par.
In the event of a redemption of a portion of the Term Assets on
deposit in the Trust pursuant to a Term Assets Optional Redemption, the Trustee
shall select by lot a portion of each of the ZTF Class Certificates and the
Amortizing Class Certificates for redemption based on their respective
Certificate Principal Balances in the same proportion (or as near as
practicable) that the amount of the Term Assets on deposit in the Trust being
redeemed bears to the aggregate amount of the Term Assets then on deposit in the
Trust.
(e) 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 ZTF Class Certificates, as applicable.
(f) All distributions to Certificateholders of any Class shall be
allocated pro rata among the Certificates of such Class based on their
respective Certificate Principal Balances as of the Record Date with respect to
the applicable Distribution Date.
(g) 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 (whether in the form of principal, interest premium or prepayment)
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 10(h) unless a new
instruction is delivered 15 days prior to a Distribution Date.
(h) 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.
SECTION 11. [RESERVED.]
SECTION 12. TERMINATION OF TRUST. (a) The Trust shall terminate upon
the occurrence of any Trust Termination Event.
(b) Promptly after the Trustee has received a notice from the Term
Assets Trustee, the Term Assets Issuer, any Holder or the Depositor of a Special
Event Redemption, a Payment Default or an Acceleration, the Trustee shall
establish the Term Assets Default Distribution Date, if applicable, and shall
provide notice to the Certificateholders of the expected occurrence of a Trust
Termination Event, the termination of the Trust and the Special Event Redemption
Date or the Term Assets Default Distribution Date, as applicable.
(c) Except for any reports and other information required to be
provided to Certificateholders hereunder and under the Agreement and except as
otherwise specified herein and therein, the obligations of the Trustee will
terminate upon 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. The Trust shall thereupon terminate, except for surviving rights
of indemnity.
SECTION 13. 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
herein or (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.
(c) The parties acknowledge that the Trustee, as the holder of the
Term Assets, has the right to vote and give consents and waivers in respect of
the Term Assets and enforce such other rights, if any, of the holder of the Term
Assets, except as otherwise limited by the Agreement or this Series Supplement.
In the event that the Trustee receives a request from the Term Assets Trustee,
the Term Assets Issuer or, if applicable, the Depositary with respect to the
Term Assets, for the Trustee's consent to any amendment, modification or waiver
of the Term Assets, the Indenture or any other document thereunder, or relating
thereto, or receives any other solicitation for any action with respect to the
Term Assets, the Trustee shall within two Business Days mail a notice of such
proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of the date of such request. The Trustee shall
request instructions from the Certificateholders as to what action to take in
response to such request and shall be protected in taking no action if no
direction is received. Except as otherwise provided herein, the Trustee shall
consent or vote, or refrain from consenting or voting, in the same proportion
(based on the Certificate Principal Balances) as the Certificates of the Trust
were actually voted or not voted by the Holders thereof as of the date
determined by the Trustee prior to the date such vote or consent is required;
PROVIDED, HOWEVER, that in calculating the results of such voting, for any vote
conducted before August 1, 2018, the Trustee shall assign to the ZTF Class
Certificates, as a whole, 50% of the total Voting Rights of the Certificates and
shall assign to the Amortizing Class Certificates, as a whole, 50% of the total
Voting Rights of the Certificates; and provided, further, that, notwithstanding
anything to the contrary in the Agreement or this Series Supplement, the Trustee
shall at no time vote in favor of or consent to any matter (i) unless such vote
or consent would not, based solely on an Opinion of Counsel, materially increase
the likelihood that the Trust will fail to qualify as a grantor trust, for
federal income tax purposes, (ii) which would alter the timing or amount of any
payment on the Term Assets (including, without limitation, any demand to
accelerate the Term Assets), except in the case of any action which would
prevent the acceleration of principal payments on the Term Assets after the
occurrence of a default on the Term Assets or the occurrence of an event which,
with the passage of time will become a default or (iii) which would result in
the exchange or substitution of any Term Assets pursuant to a plan for the
refunding or refinancing of such Term Asset, except in the event of a default on
the Term Assets. The Trustee shall have no liability for any failure to act or
to refrain from acting resulting from the Certificateholders' late return of, or
failure to return, directions requested by the Trustee from the
Certificateholders.
(d) Notwithstanding any provision of the Agreement to the contrary,
for purposes of any security or indemnity against the costs, expenses and
liabilities the Trustee may incur by reason of any action undertaken at the
direction of the Certificateholders, which the Trustee may require from the
Certificateholders prior to taking any such action, an unsecured indemnity
agreement of a Certificateholder or any of its Affiliates, if acceptable to the
Trustee, shall be deemed sufficient to satisfy such security or indemnity
requirement.
(e) Notwithstanding any provision of the Agreement to the contrary,
the Trustee shall act as the sole Authenticating Agent, Paying Agent, and
Registrar.
SECTION 14. COMPENSATION OF TRUSTEE. The Trustee shall be entitled to
receive from the Depositor or an affiliate of the Depositor as compensation for
the Trustee's services hereunder, trustee's fees pursuant to a separate
agreement between the Trustee and the Depositor, and shall be reimbursed for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
(including the reasonable compensation, disbursements and expenses of its
counsel and other persons not regularly in its employ). The Depositor shall
indemnify and hold harmless the Trustee and its successors, assigns, agents and
servants against any and all loss, liability or reasonable expense (including
attorney's fees) incurred by it in connection with the administration of this
trust and the performance of its duties thereunder. The Trustee shall notify the
Depositor promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Depositor shall not relieve the Depositor of its
obligations hereunder. The Depositor need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith. The indemnities
contained in this Section 14 shall survive the resignation or termination of the
Trustee or the termination of this Agreement.
Failure by the Depositor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or indemnification
from the Trust, nor shall such failure release the Trustee from the duties it is
required to perform under this Series Supplement. Any unpaid, unreimbursed or
unindemnified amounts shall not be borne by the Trust and shall not constitute a
claim against the Trust, but shall be borne by the Trustee in its individual
capacity, and the Trustee shall have no recourse against the Trust with respect
thereto.
SECTION 15. MODIFICATION OR AMENDMENT. In addition to and
notwithstanding anything to the contrary in the Agreement or this Series
Supplement, the Trustee shall not enter into any modification or amendment of
the Agreement or this Series Supplement unless such modification or amendment
would not, based on an Opinion of Counsel, materially increase the likelihood
that the Trust would fail to qualify as a grantor trust for federal income tax
purposes, nor shall the Trustee enter into any such modification or amendment
without satisfaction of the Rating Agency Condition or the unanimous written
consent of the Certificateholders.
SECTION 16. ACCOUNTING. (a) Pursuant to Section 3.16 of the Agreement,
INDEPENDENT PUBLIC ACCOUNTANTS' ADMINISTRATION REPORT, the Trustee shall cause
the accountings with respect to Distribution Dates for the Certificates to be
reviewed by an Independent certified public accountant selected by the Depositor
within four months following the end of an Accounting Period; provided that such
review by an independent certified public accountant shall only be required if a
distribution was scheduled to be made on the Term Assets during an Accounting
Period. "Accounting Period" shall mean each 12-month period ending on the 30th
day of June. The Depositor may change the timing of Accounting Periods upon
written notice to the Trustee; PROVIDED, HOWEVER, that the length of an
Accounting Period may in no event exceed 12 months.
(b) Pursuant to Section 4.2 of the Agreement, REPORTS TO
CERTIFICATEHOLDERS, the Trustee shall cause the statements to be prepared and
forwarded as provided therein.
(c) An Independent certified public accountant for the Trust, in
consideration for its duties as described herein and in Section 3.16 of the
Agreement, INDEPENDENT PUBLIC ACCOUNTANTS' ADMINISTRATION REPORT, shall be
compensated by the Depositor for reasonable expenses and disbursements incurred
in connection therewith pursuant to a separate agreement with the Depositor. The
Depositor retains the right to replace any Independent certified public
accountant and the Independent certified public accountant retains the right to
resign from its duties, in which case the Depositor shall appoint a successor
thereto.
SECTION 17. NO INVESTMENT OF AMOUNTS RECEIVED ON TERM ASSETS. All
amounts received on or with respect to the Term Assets shall be held uninvested
by the Trustee.
SECTION 18. NO EVENT OF DEFAULT. There shall be no Events of Default
defined with respect to the Certificates.
SECTION 19. NOTICES. (a) All directions, demands and notices hereunder
and under the Agreement shall be in writing and shall be deemed to have been
duly given when received if personally delivered or mailed by first class mail,
postage prepaid or by express delivery service or by certified mail, return
receipt requested or delivered in any other manner specified herein, (i) in the
case of the Depositor, to Structured Products Corp., Seven World Trade Center,
Room 00-000, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary, or such
other address as may hereafter be furnished to the Trustee in writing by the
Depositor, and (ii) in the case of the Trustee, to U.S. Bank Trust National
Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust, facsimile number (212) 809- 5459, or such other address as may
hereafter be furnished to the Depositor in writing by the Trustee and (iii) in
the case of the NYSE, to New York Stock Exchange, Inc., 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, facsimile number (000) 000-0000, or such other address as
may hereafter be furnished to the Depositor and the Trustee in writing by the
NYSE.
(b) For purposes of delivering notices to the Rating Agency under
Section 10.07, NOTICE TO RATING AGENCY, of the Agreement or otherwise, such
notices shall be mailed or delivered as provided in Section 10.07, NOTICE TO
RATING AGENCY, to: Standard & Poor's Ratings Services, 00 Xxxxxxxx (00xx Xxxxx),
Xxx Xxxx, Xxx Xxxx 00000; and Xxxxx'x Investors Service, Inc., Structured
Derivative Products, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or such other
address as the Rating Agency may designate in writing to the parties hereto.
(c) Notwithstanding any provisions of the Agreement to the contrary,
the Trustee shall deliver all notices or reports required to be delivered to or
by the Trustee or the Depositor to the Certificateholders without charge to such
Certificateholders.
SECTION 20. ACCESS TO CERTAIN DOCUMENTATION. Access to documentation
regarding the Term Assets will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Agreement,
ACCESS TO CERTAIN Documentation. Additionally, the Trustee shall provide at the
request of any Certificateholder without charge to such Certificateholder the
name and address of each Certificateholder of Certificates hereunder as recorded
in the Certificate Register for purposes of contacting the other
Certificateholders with respect to their rights hereunder or for the purposes of
effecting purchases or sales of the Certificates, subject to the transfer
restrictions set forth herein.
SECTION 21. ADVANCES. There is no Administrative Agent specified
herein; hence no person (including the Trustee) shall be permitted or obligated
to make Advances as described in Section 4.03 of the Agreement, ADVANCES.
SECTION 22. [RESERVED.]
SECTION 23. RATIFICATION OF AGREEMENT. With respect to the Series
issued hereby, the Agreement, as supplemented by this Series Supplement, is in
all respects ratified and confirmed and the 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
Agreement and this Series Supplement, the terms of this Series Supplement shall
govern.
SECTION 24. COUNTERPARTS. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 25. GOVERNING LAW. This Series Supplement and each Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely therein without reference to such State's principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
SECTION 26. TRUSTEE ELECTION. In the event the Internal Revenue
Service successfully recharacterizes the Trust as a partnership for federal
income tax purposes, the Trustee, on behalf of all of the past and present
partners of such partnership, will, to the extent possible, elect out of
subchapter K of the Code pursuant to Treasury Regulation 1.761-2. Such election
will, to the extent possible, be effective for the first taxable year of the
Trust and thereafter. Each Certificateholder is deemed to consent to such
election.
SECTION 27. COVENANT OF DEPOSITOR. The Depositor hereby covenants that
it will be adequately capitalized at all times. In connection therewith, the
Depositor will make no dividend or other similar distribution unless the funds
remaining after such action exceed the amount required to pay all scheduled fees
and expenses of the Depositor in connection with the Certificates and each other
issue of securities with respect to which the Depositor is acting as depositor.
SECTION 28. AFFILIATE'S EXCHANGE RIGHT. (a) Any affiliate of the
Depositor, but not the Depositor itself, will have the right on any date to
tender to the Trustee ZTF Class Certificates comprising a specified percentage
of the aggregate Certificate Principal Balance of the ZTF Class Certificates,
together with Amortizing Class Certificates comprising the same percentage of
the aggregate Certificate Principal Balance of the Amortizing Class
Certificates, and to receive in exchange a principal amount of Term Assets
comprising the same percentage of the Term Assets deposited in the Trust.
(b) Any tender of a Certificate for exchange pursuant to this Section
28 shall be irrevocable.
SECTION 29. CERTIFICATE OF COMPLIANCE. The Depositor shall deliver to
the Trustee on or prior to June 30 of each year prior to a Trust Termination
Event the Officer's Certificate as to compliance as required by Section 6.1 of
the Base Trust Agreement.
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.
STRUCTURED PRODUCTS CORP.,
as Depositor
By:/s/ Xxxxxxx Xxxxxx
--------------------
Authorized Signatory
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By:/s/ Xxxxxxx X. Xxxxx
----------------------
Authorized Signatory
EXHIBIT A
[Form of Amortizing Class Certificate]
NUMBER $41,250,000
R-1 CUSIP NO. 871928 BM 8
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 A MATURITY
SHORTENING REDEMPTION (AS SUCH TERM IS 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
TIERSSM CORPORATE BOND-BACKED CERTIFICATES,
SERIES C 1998-6
Amortizing Class
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists of 7.40% Debentures due 2097 (the
"Term Assets") issued by Chrysler Corporation (the "Term Assets Issuer") in the
initial aggregate principal amount of $50,000,000 together with all cash,
instrumental securities and other investment property thereto and deposited in
the Trust by the Depositor, as defined below. The Term Assets will be purchased
by the Trust from Structured Products Corp. (the "Depositor") with the net
proceeds of the sale of the Certificates to the Depositor by the Trust.
THIS CERTIFIES THAT CEDE & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in TIERS Corporate
Bond-Backed Certificates Trust C 1998-6 formed by the Depositor. Under the Trust
Agreement, there will be distributed on the fifteenth day of each February and
August, or if such day if not a Business Day, then the immediately following
Business Day, commencing August 1, 1998 through and including the date the
Certificate Principal Balance hereof has been reduced to zero (each a "Scheduled
Distribution Date"), to the Holders of the Amortizing Class Certificates, to the
extent of Interest Collections, an amount equal to the Fixed Payment. Each Fixed
Payment shall be allocated first to interest accrued 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 Agreement (as defined below) as Schedule 2
(the "Amortization Schedule"). The amounts allocated to interest and principal
in the Amortization Schedule are referred to hereinafter as "Scheduled Interest"
and "Scheduled Principal" respectively.
The Trust was created pursuant to a Base Trust Agreement dated as of
May 21, 1998 (the "Agreement"), between the Depositor and U.S. Bank Trust
National Association, a national banking association, not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the Series C
1998-6 Supplement dated as of May 21, 1998 (the "Series Supplement" and,
together with the Agreement, the "Trust Agreement"), between the Depositor and
the Trustee. This Certificate does not purport to summarize the Trust Agreement
and reference is hereby made to the Trust Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee with respect
hereto. A copy of the Trust Agreement may be obtained 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 "TIERSSM Corporate Bond-Backed Certificates, Series C 1998-6, Amortizing
Class Certificates" (herein called the "Amortizing Class Certificates"). The
Trust is also issuing certificates designated as "TIERSSM Corporate Bond-Backed
Certificates, Series C 1998-6, ZTF Class Certificates" (hereinafter called the
"ZTF 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 February 1, 1998, all as more
fully specified in the Trust Agreement. Additional Term Assets may be deposited
in the Trust and additional Certificates may be authenticated and delivered from
time to time in the appropriate Certificate Principal Balance as provided in the
Trust Agreement, which additional Certificates shall rank pari passu with all
other Certificates of the same class issued in accordance with the Series
Supplement.
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, in an amount equal to
such Certificateholder's fractional undivided interest in the amount required to
be distributed to the Holders of the Amortizing Class Certificates on such
Distribution Date. The Record Date applicable to any Distribution Date is the
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 taxable as a corporation or a publicly 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. It is
also the intent of the Depositor and the Certificateholders that, in the event
that the Internal Revenue Service successfully recharacterizes the Trust as a
partnership for federal income tax purposes, the Trust will elect out of
subchapter K of the Code beginning with the first taxable year of the Trust.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY THEREIN WITHOUT REFERENCE TO SUCH STATE'S PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE HOLDER HEREOF SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Trustee,
By:
Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Amortizing Class Certificates described in the
Trust Agreement referred to herein.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Trustee,
By:
Authorized Signatory
Dated: May 21, 1998
(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 paragraph 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 consent of the Holders of Certificates
evidencing greater than the Required Percentage which shall be either 50% or
66-2/3% of the aggregate Voting Rights of each Outstanding Class of Certificates
as set forth in the Trust Agreement. 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
original principal amounts of $1,000 and integral multiples 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
U.S. Bank Trust National Association.
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 (a)
the distribution in kind of all the Term Assets to the ZTF Class
Certificateholders on August 1, 2018, (b) the payment in full of amounts due and
owing on the Certificates after a Special Event Redemption, (c) the distribution
in kind of the Term Assets to the ZTF Class Certificateholders and Amortizing
Class Certificateholders after a Payment Default or an Acceleration or (d) the
distribution in kind of all the Term Assets upon the tender at any time by an
affiliate of the Depositor of 100% of each of the aggregate principal amount of
the then-outstanding ZTF Class Certificates and the Amortizing Class
Certificates in exchange for 100% of the aggregate principal amount of the Term
Assets.
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.
EXHIBIT B
[Form of ZTF Class Certificate]
NUMBER $50,000,000
R-1 CUSIP NO. 871928 BL O
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO PAYMENTS IN
RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF A SPECIAL EVENT REDEMPTION (AS
SUCH TERM IS 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
TIERSSM CORPORATE BOND-BACKED CERTIFICATES,
SERIES C 1998-6
ZTF Class
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists of 7.40% Debentures due 2097 (the
"Term Assets") issued by Chrysler Corporation (the "Term Assets Issuer") in the
initial aggregate principal amount of $50,000,000, together with all cash
instruments, securities and other investment property with respect thereto, and
deposited in the Trust by the Depositor, as defined below. The Term Assets will
be purchased by the Trust from Structured Products Corp. (the "Depositor") with
the net proceeds of the sale of the Certificates to the Depositor by the Trust.
THIS CERTIFIES THAT CEDE & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in TIERS Corporate
Bond-Backed Certificates Trust C 1998-6 formed by the Depositor. Under the Trust
Agreement, this Certificate will be terminated and deemed involuntarily
surrendered by the holder hereof in exchange for a principal amount of the Term
Assets underlying this Certificate equal to the Certificate Principal Balance
hereof on August 1, 2018.
The Trust was created pursuant to a Base Trust Agreement dated as of
May 21, 1998 (the "Agreement"), between the Depositor and U.S. Bank Trust
National Association, a national banking association, not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the Series C
1998-6 Supplement dated as of May 21, 1998 (the "Series Supplement" and,
together with the Agreement, the "Trust Agreement"), between the Depositor and
the Trustee. This Certificate does not purport to summarize the Trust Agreement
and reference is hereby made to the Trust Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee with respect
hereto. A copy of the Trust Agreement may be obtained 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 "TIERSSM Corporate Bond-Backed Certificates, Series C 1998-6, ZTF Class
Certificates" (herein called the "ZTF Class Certificates"). The Trust is also
issuing certificates designated as "TIERSSM Corporate Bond-Backed Certificates,
Series C 1998-6, Amortizing Class Certificates" (hereinafter called the
"Amortizing Class Certificates" and together with the ZTF 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 February 1, 1998, all as more
fully specified in the Trust Agreement. Additional Term Assets may be deposited
in the Trust and additional Certificates may be authenticated and delivered from
time to time in the appropriate Certificate Principal Balance as provided in the
Trust Agreement, which additional Certificates shall rank pari passu with all
other Certificates of the same class issued in accordance with the Series
Supplement.
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, in an amount equal to
such Certificateholder's fractional undivided interest in the amount required to
be distributed to the Holders of the ZTF Class Certificates on such Distribution
Date. The Record Date applicable to any Distribution Date is the day immediately
preceding such Distribution Date. "Available Funds" shall mean, 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.
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, 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 taxable as a corporation or a publicly 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. It is
also the intent of the Depositor and the Certificateholders that, in the event
that the Internal Revenue Service successfully recharacterizes the Trust as a
partnership for federal income tax purposes, the Trust will elect out of
subchapter K of the Code beginning with the first taxable year of the Trust.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY THEREIN WITHOUT REFERENCE TO SUCH STATE'S PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE HOLDER HEREOF SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Trustee,
By:
Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the ZTF Class Certificates described in the Trust
Agreement referred to herein.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Trustee,
By:
Authorized Signatory
Dated: May 21, 1998
(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 paragraph 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 consent of the Holders of Certificates
evidencing greater than the Required Percentage which shall be either 50% or
66-2/3% of the aggregate Voting Rights of each Outstanding Class of Certificates
as set forth in the Trust Agreement. 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
original principal amounts of $1,000 and integral multiples 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
U.S. Bank Trust National Association.
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 shall terminate upon (a)
the distribution in kind of all the Term Assets to the ZTF Class
Certificateholders on August 1, 2018, (b) the payment in full of amounts due and
owing on the Certificates after a Special Event Redemption, (c) the distribution
in kind of the Term Assets to the ZTF Class Certificateholders and Amortizing
Class Certificateholders after a Payment Default or an Acceleration or (d) the
distribution in kind of all the Term Assets upon the tender at any time by an
affiliate of the Depositor of 100% of each of the aggregate principal amount of
the then-outstanding ZTF Class Certificates and the Amortizing Class
Certificates in exchange for 100% of the aggregate principal amount of the Term
Assets.
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.
SCHEDULE 1
IDENTIFICATION OF TERM ASSETS
TERMS OF TERM ASSETS
Term Assets Issuer: Chrysler Corporation
Term Assets: 7.40% Debentures due 2097
Dated: July 18, 1997
Original Principal Maturity Date: August 1, 2097
Original Par Value Amount Issued: $500,000,000
CUSIP Number: 171196 AT5
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
Par Value Amount of Term Assets
Deposited Under Trust
Agreement: $50,000,000
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.
AVAILABLE INFORMATION
The Term Assets Issuer is subject to the information requirements of
the Securities Exchange Act of 1934 and in accordance therewith files reports
and other information with the Commission. Such reports, proxy and information
statements and other information filed by the Term Assets Issuer with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000,
and at the Commission's regional offices at 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000 and 0 Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at prescribed
rates. The Commission maintains a Web site at xxxx://xxx.xxx.xxx containing
reports, proxy statements and other information regarding registrants that file
electronically with the Commission. In addition, certain material described
above and other information will also be available for inspection at the offices
of the New York Stock Exchange at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx and the
Midwest Stock Exchange, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx; the Pacific
Stock Exchange, Inc., 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
and 000 Xxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000; and the Philadelphia Stock
Exchange, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
SCHEDULE 2
AMORTIZING CLASS CERTIFICATES
SCHEDULE OF AMORTIZING PAYMENTS
Total Amortized
Amortizing Outstanding
Distribution Date Interest Principal Payment Principal
Balance
May 21, 1998 $41,250,000.00
August 1, 1998 $1,361,250.00 $ 488,750.00 $1,850,000.00 $40,761,250.00
February 1, 1999 $1,345,121.25 $ 504,878.75 $1,850,000.00 $40,256,371.25
August 1, 1999 $1,328,460.25 $ 521,539.75 $1,850,000.00 $39,734,813.50
February 1, 2000 $1,311,249.44 $ 538,750.56 $1,850,000.00 $39,196,080.94
August 1, 2000 $1,293,470.67 $ 556,529.33 $1,850,000.00 $38,639,551.61
February 1, 2001 $1,275,105.20 $ 574,894.80 $1,850,000.00 $38,064,656.82
August 1, 2001 $1,256,133.67 $ 593,866.33 $1,850,000.00 $37,470,790.49
February 1, 2002 $1,236,536.09 $ 613,463.91 $1,850,000.00 $36,857,326.58
August 1, 2002 $1,216,291.78 $ 633,708.22 $1,850,000.00 $36,223,618.35
February 1, 2003 $1,195,379.41 $ 654,620.59 $1,850,000.00 $35,568,997.76
August 1, 2003 $1,173,776.93 $ 676,223.07 $1,850,000.00 $34,892,774.68
February 1, 2004 $1,151,461.56 $ 698,538.44 $1,850,000.00 $34,194,236.25
August 1, 2004 $1,128,409.80 $ 721,590.20 $1,850,000.00 $33,472,646.05
February 1, 2005 $1,104,597.32 $ 745,402.68 $1,850,000.00 $32,727,243.37
August 1, 2005 $1,079,999.03 $ 770,000.97 $1,850,000.00 $31,957,242.40
February 1, 2006 $1,054,589.00 $ 795,411.00 $1,850,000.00 $31,161,831.40
August 1, 2006 $1,028,340.44 $ 821,659.56 $1,850,000.00 $30,340,171.83
February 1, 2007 $1,001,225.67 $ 848,774.33 $1,850,000.00 $29,491,397.50
August 1, 2007 $ 973,216.12 $ 876,783.88 $1,850,000.00 $28,614,613.62
February 1, 2008 $ 944,282.25 $ 905,717.75 $1,850,000.00 $27,708,895.87
August 1, 2008 $ 914,393.56 $ 935,606.44 $1,850,000.00 $26,773,289.43
February 1, 2009 $ 883,518.55 $ 966,481.45 $1,850,000.00 $25,806,807.98
August 1, 2009 $ 851,624.66 $ 998,375.34 $1,850,000.00 $24,808,432.65
February 1, 2010 $ 818,678.28 $ 1,031,321.72 $1,850,000.00 $23,777,110.92
August 1, 2010 $ 784,644.66 $ 1,065,355.34 $1,850,000.00 $22,711,755.58
February 1, 2011 $ 749,487.93 $ 1,100,512.07 $1,850,000.00 $21,611,243.52
August 1, 2011 $ 713,171.04 $ 1,136,828.96 $1,850,000.00 $20,474,414.56
February 1, 2012 $ 675,655.68 $ 1,174,344.32 $1,850,000.00 $19,300,070.24
August 1, 2012 $ 636,902.32 $ 1,213,097.68 $1,850,000.00 $18,086,972.55
February 1, 2013 $ 596,870.09 $ 1,253,129.91 $1,850,000.00 $16,833,842.65
August 1, 2013 $ 555,516.81 $ 1,294,483.19 $1,850,000.00 $15,539,359.46
February 1, 2014 $ 512,798.86 $ 1,337,201.14 $1,850,000.00 $14,202,158.32
August 1, 2014 $ 468,671.22 $ 1,381,328.78 $1,850,000.00 $12,820,829.54
February 1, 2015 $ 423,087.37 $ 1,426,912.63 $1,850,000.00 $11,393,916.92
August 1, 2015 $ 375,999.26 $ 1,474,000.74 $1,850,000.00 $ 9,919,916.17
February 1, 2016 $ 327,357.23 $ 1,522,642.77 $1,850,000.00 $ 8,397,273.41
August 1, 2016 $ 277,110.02 $ 1,572,889.98 $1,850,000.00 $ 6,824,383.43
February 1, 2017 $ 225,204.65 $ 1,624,795.35 $1,850,000.00 $ 5,199,588.08
August 1, 2017 $ 171,586.41 $ 1,678,413.59 $1,850,000.00 $ 3,521,174.49
February 1, 2018 $ 116,198.76 $ 1,733,801.24 $1,850,000.00 $ 1,787,373.25
August 1, 2018 $ 58,983.32 $ 1,787,373.25 $1,846,356.57 $ 0.00
SCHEDULE 3
AMOUNTS DISTRIBUTABLE UPON SPECIAL EVENT
REDEMPTION, PAYMENT DEFAULT OR ACCELERATION
Amortizing Class ZTF Class
Distribution Date Certificates Certificates
Amount of Percentage of Total Amount of Percentage of
Distribution (1) Distribution Distribution(1) Total Distribution
May 21, 1998 $38,074,931.47 76.15% $11,925,068.53 23.85%
August 1, 1998 $37,842,636.65 75.69% $12,157,363.35 24.31%
February 1, 1999 $37,403,648.59 74.81% $12,596,351.41 25.19%
August 1, 1999 $36,948,714.20 73.90% $13,051,285.80 26.10%
February 1, 2000 $36,477,256.99 72.95% $13,522,743.01 27.05%
August 1, 2000 $35,988,680.53 71.98% $14,011,319.47 28.02%
February 1, 2001 $35,482,367.89 70.96% $14,517,632.11 29.04%
August 1, 2001 $34,957,681.04 69.92% $15,042,318.96 30.08%
February 1, 2002 $34,413,960.33 68.83% $15,586,039.67 31.17%
August 1, 2002 $33,850,523.82 67.70% $16,149,476.18 32.30%
February 1, 2003 $33,266,666.82 66.53% $16,733,333.18 33.47%
August 1, 2003 $32,661,661.26 65.32% $17,338,338.74 34.68%
February 1, 2004 $32,034,755.11 64.07% $17,965,244.89 35.93%
August 1, 2004 $31,385,171.92 62.77% $18,614,828.08 37.23%
February 1, 2005 $30,712,110.20 61.42% $19,287,889.80 38.58%
August 1, 2005 $30,014,742.97 60.03% $19,985,257.03 39.97%
February 1, 2006 $29,292,217.23 58.58% $20,707,782.77 41.42%
August 1, 2006 $28,543,653.50 57.09% $21,456,346.50 42.91%
February 1, 2007 $27,768,145.41 55.54% $22,231,854.59 44.46%
August 1, 2007 $26,964,759.30 53.93% $23,035,240.70 46.07%
February 1, 2008 $26,132,533.84 52.27% $23,867,466.16 47.73%
August 1, 2008 $25,270,479.78 50.54% $24,729,520.22 49.46%
February 1, 2009 $24,377,579.66 48.76% $25,622,420.34 51.24%
August 1, 2009 $23,452,787.66 46.91% $26,547,212.34 53.09%
February 1, 2010 $22,495,029.48 44.99% $27,504,970.52 55.01%
August 1, 2010 $21,503,202.35 43.01% $28,496,797.65 56.99%
February 1, 2011 $20,476,175.07 40.95% $29,523,824.93 59.05%
August 1, 2011 $19,412,788.21 38.83% $30,587,211.79 61.17%
February 1, 2012 $18,311,854.40 36.62% $31,688,145.60 63.38%
August 1, 2012 $17,172,158.75 34.34% $32,827,841.25 65.66%
February 1, 2013 $15,992,459.42 31.98% $34,007,540.58 68.02%
August 1, 2013 $14,771,488.33 29.54% $35,228,511.67 70.46%
February 1, 2014 $13,507,952.09 27.02% $36,492,047.91 72.98%
August 1, 2014 $12,200,533.04 24.40% $37,799,466.96 75.60%
February 1, 2015 $10,847,890.59 21.70% $39,152,109.41 78.30%
August 1, 2015 $9,448,662.67 18.90% $40,551,337.33 81.10%
February 1, 2016 $8,001,567.54 16.00% $41,998,532.46 84.00%
August 1, 2016 $6,504,905.81 13.01% $43,495,094.19 86.99%
February 1, 2017 $4,957,562.73 9.92% $45,042,437.27 90.08%
August 1, 2017 $3,358,010.77 6.72% $46,641,989.23 93.28%
February 1, 2018 $1,704,812.66 3.41% $48,295,187.34 96.59%
August 1, 2018 $0.00 0.00% $50,000,000.00 100.00%
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........................................6
SECTION 3. Designation..................................................6
SECTION 4. Date of the Certificates.....................................6
SECTION 5. Certificate Principal Balance and Denominations..............6
SECTION 6. Currency of the Certificates.................................7
SECTION 7. Form of Securities...........................................7
SECTION 8. [RESERVED.]..................................................7
SECTION 9. Certain Provisions of Base Trust Agreement Not Applicable....7
SECTION 10.Distributions................................................7
SECTION 11.[RESERVED.]..................................................9
SECTION 12.Termination of Trust.........................................9
SECTION 13.Limitation of Powers and Duties..............................9
SECTION 14.Compensation of Trustee.....................................11
SECTION 15.Modification or Amendment...................................11
SECTION 16.Accounting..................................................11
SECTION 00.Xx Investment of Amounts Received on Term Assets............12
SECTION 00.Xx Event of Default.........................................12
SECTION 19.Notices.....................................................12
SECTION 20.Access to Certain Documentation.............................12
SECTION 21.Advances....................................................13
SECTION 22.[RESERVED.].................................................13
SECTION 23.Ratification of Agreement...................................13
SECTION 24.Counterparts................................................13
SECTION 25.Governing Law...............................................13
SECTION 26.Trustee Election............................................13
SECTION 27.Covenant of Depositor.......................................13
SECTION 28.Affiliate's Exchange Right..................................14
SCHEDULE 1 -- Identification of Term Assets
SCHEDULE 2 -- Amortizing Class Certificates-Schedule of Amortizing Payments
SCHEDULE 3 -- Amounts Distributable Upon Special Event Redemption
