Exhibit 4
PREFERREDPLUS 7.875% TRUST CERTIFICATES SERIES BLC-1
SERIES SUPPLEMENT
between
XXXXXXX XXXXX DEPOSITOR, INC.,
as Depositor,
and
THE BANK OF NEW YORK,
as Trustee and Securities Intermediary
Dated as of July __, 2001
SERIES SUPPLEMENT, dated as of July __, 2001 (the
"Supplement"), by and between XXXXXXX XXXXX DEPOSITOR, INC., a Delaware
corporation, as Depositor, THE BANK OF NEW YORK, a New York corporation, as
Trustee and Securities Intermediary.
W I T N E S S E T H:
WHEREAS, the Depositor desires to create the Trust designated
herein (the "Trust") by executing and delivering this Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
February 20, 1998 (the "Standard Terms" and, together with this Supplement, the
"Trust Agreement"), by and between the Depositor and the Trustee and Securities
Intermediary, as modified by this Supplement;
WHEREAS, the Depositor desires to deposit the Underlying
Securities set forth on Schedule I attached hereto into the Trust;
WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, it is desired to provide for the
issuance of the Certificates evidencing undivided interests in the Trust and
Call Rights; and
WHEREAS, the Trustee has joined in the execution of the
Standard Terms and this Supplement to evidence the acceptance by the Trustee of
the Trust;
WHEREAS, the Securities Intermediary has joined in the
execution of the Standard Terms and this Supplement to evidence the acceptance
by the Securities Intermediary of its obligations thereunder and hereunder;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee and Securities Intermediary as follows:
Section 1. Incorporation of Standard Terms. All of the
provisions of the Standard Terms, a copy of which is attached hereto as Exhibit
A, are hereby incorporated herein by reference in their entirety and this
Supplement and the Standard Terms shall form a single agreement among the
parties. In the event of any inconsistency between the provisions of this
Supplement and the provisions of the Standard Terms, the provisions of this
Supplement will control with respect to the transactions described herein.
Section 2. Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms shall have the
respective meanings set forth below for all purposes under this Supplement
(Section 2(b) hereof sets forth terms listed in the Standard Terms that are not
applicable to this Series). Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Standard Terms.
"Allocation Ratio": The allocation amongst the
Certificateholders in accordance with their pro rata interests in the
Certificates.
"Authorized Denomination": With respect to Certificates, an
aggregate stated amount of $1,000.
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"Business Day": Any day that is not a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies in the
City of New York are authorized or obligated by law, regulation or executive
order to close and that also is specified as a Business Day with respect to the
Underlying Securities.
"Call Date": Any Business Day that (i) a Call Holder
designates as a Call Date on or after September 15, 2006; (ii) a Call Holder
designates as a Call Date before September 15, 2006 after the announcement of
any redemption or other unscheduled payment of the Underlying Securities or
receipt by the Call Holder of notice of the termination of the Trust; provided
that if a Call Right is to be exercised after the announcement of any redemption
or other unscheduled payment of the Underlying Securities and prior to such
redemption or other unscheduled payment, then the Call Date designated by the
Call Holder must be the second Business Day prior to such redemption or other
unscheduled payment, or (iii) at any time is deemed a Call Date upon an
acceleration of the Underlying Securities and payment in full by the Underlying
Securities Issuer of all amounts when due.
"Call Holder": The holder of a Call Right.
"Call Price": (i) Prior to September 15, 2006, $26.00 per
Certificate being called, (ii) on or after September 15, 2006, $25.00 per
Certificate being called and (iii) at any time upon an acceleration of the
Underlying Securities and payment in full by the Underlying Securities Issuer of
all amounts when due, $25.00 per Certificate being called, in each case plus any
accrued and unpaid interest on each Certificate being called to the Call Date.
"Call Right": The right, but not the obligation, pursuant to
the Warrant Agreement and any related Warrant Certificates (as defined in the
Warrant Agreement) of one or more Call Holders to purchase from the
Certificateholders on a Call Date some or all of the Certificates for the Call
Price.
"Certificates": The 1,325,840 trust certificates issued in a
stated amount of $25 each and entitled to receive on each Distribution Date
until the Final Scheduled Distribution Date distributions at a rate of 7.875%
per annum on their stated amount.
"Closing Date": July 19, 2001.
"Collection Period": (i) With respect to each September 15
Distribution Date, the period beginning on the day after the March 15
Distribution Date of the current year and ending on such September 15
Distribution Date, inclusive, except for the September 15, 2001 Distribution
Date, as to which the Collection Period shall be the period beginning on the
Cut-off Date and ending on such September 15, 2001 Distribution Date, inclusive,
and (ii) with respect to each March 15 Distribution Date, the period beginning
on the day after the September 15 Distribution Date of the previous year and
ending on such March 15 Distribution Date, inclusive; provided, however, that
clauses (i) and (ii) shall be subject to Section 9(c) hereof.
"Corporate Trust Office": The office of the Trustee located at
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate
Trust Department; provided, however, that the office at which certificated
securities are delivered for registration of
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transfer, cancellation or exchange shall be the office of the Trustee, located
at 000 Xxxxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
"Cut-off Date": July 19, 2001.
"Depository": The Depository Trust Company, its nominees and
their respective successors.
"Distribution Date": September 15 and March 15 of each year
(or if such date is not a Business Day, the next succeeding Business Day),
commencing on September 15, 2001 and ending on the Final Scheduled Distribution
Date.
"Distribution Election": (a) If there occurs an Event of
Default (as defined in the Underlying Securities Indenture) on the Underlying
Securities under clauses (1) or (2) of Section 5.01 of the Underlying Securities
Indenture, then the Trustee, upon receiving notice of such event, shall
immediately direct the Market Agent to sell the Underlying Securities and a pro
rata portion of the Related Assets held by the Trust, in accordance with the
Sale Procedures, and the Liquidation Proceeds, if any, shall be deposited into
the Certificate Account for distribution in accordance with the Allocation Ratio
on the first Business Day following such deposit into the Certificate Account.
(b) If there occurs an acceleration of the date of maturity of
the Underlying Securities and the Underlying Securities are declared to be
immediately due and payable in accordance with the Underlying Securities
Indenture, and the Underlying Securities Issuer:
(i) makes full payment of all amounts when due, then all
holders of outstanding Call Rights will be deemed to have exercised
their Call Rights automatically, and the Trustee, upon receiving such
payment from the underlying Securities Issuer, shall, on the first
Business Day following receipt of such payment, distribute from such
payment the following amounts: (A) the Call Price per Certificate shall
be distributed from such payment on account of each Certificate called
from the holder thereof (which holders, pursuant to Section 2.02(d) of
the Warrant Agreement, shall exclude Certificateholders to whom
Delivery Certificates (as defined in the Warrant Agreement) were
delivered in accordance with Section 2.02(d) of the Warrant Agreement),
(B) the stated amount per Certificate plus accrued and unpaid
distributions thereon, which shall be deemed to equal the Call Price
per Certificate, shall be distributed from such payment on account of
each Certificate held by Certificateholders to whom Delivery
Certificates were delivered in accordance with Section 2.02(d) of the
Warrant Agreement, and (C) any amounts remaining shall be distributed
pro rata among the Call Holders exercising their Call Rights and those
Certificateholders to whom Delivery Certificates were delivered in
accordance with Section 2.02(d) of the Warrant Agreement;
(ii) makes a partial payment of all amounts when due, then the
Trustee, upon receiving such payment, shall (A) immediately deposit
such payment into the Certificate Account for distribution in
accordance with the Allocation Ratio on the first Business Day
following such deposit into the Certificate Account; provided, that if
the Underlying Securities issuer places any condition, restriction or
obligation on the acceptance of such
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partial payment including but not limited to a waiver of any right
granted to a holder of the Underlying Securities, such partial payment
will be rejected by the Trustee and no deposit will be made into the
Certificate Account, (B) distribute a principal amount of the
Underlying Securities equal to the stated amount of outstanding Trust
Certificates and a pro rata portion of the Related Assets in accordance
with the Allocation Ratio to each Certificateholder's last address as
it appears in the Certificate Register within three Business Days of
receiving said notice, and (C) if any Underlying Securities are not
distributed pursuant to clause (B), immediately direct the Market Agent
to sell all Underlying Securities not so distributed and a pro rata
portion of the Related Assets held by the Trust, in accordance with the
Sale Procedures, and the Liquidation Proceeds, if any, shall be
deposited into the Certificate Account for distribution in accordance
with the Allocation Ratio on the first Business Day following such
deposit into the Certificate Account; or
(iii) fails to make such payment when due, then the Trustee,
upon receiving notice of such failure to make payment, shall (A)
distribute a principal amount of Underlying Securities equal to the
stated amount of outstanding Trust Certificates and a pro rata portion
of the Related Assets in accordance with the Allocation Ratio to each
Certificateholder's last address as it appears in the Certificate
Register within three Business Days of receiving said notice, and (B)
if any Underlying Securities are not distributed pursuant to clause
(A), immediately direct the Market Agent to sell all Underlying
Securities not so distributed and a pro rata portion of the Related
Assets held by the Trust, in accordance with the Sale Procedures, and
the Liquidation Proceeds, if any, shall be deposited into the
Certificate Account for distribution in accordance with the Allocation
Ratio on the first Business Day following such deposit into the
Certificate Account.
(c) If the Underlying Securities Issuer of any Concentrated
Underlying Securities ceases to be a reporting company under the Exchange Act,
then the Trustee, upon receiving notice of such event shall (A) distribute a
principal amount of Underlying Securities equal to the stated amount of
outstanding Trust Certificates and a pro rata portion of the Related Assets in
accordance with the Allocation Ratio to each Certificateholder's last address as
it appears in the Certificate Register within three Business Days of receiving
said notice, and (B) if any Underlying Securities are not distributed pursuant
to clause (A), immediately direct the Market Agent to sell all Underlying
Securities not so distributed and a pro rata portion of the Related Assets held
by the Trust, in accordance with the Sale Procedures, and the Liquidation
Proceeds, if any, shall be deposited into the Certificate Account for
distribution in accordance with the Allocation Ratio on the first Business Day
following such deposit into the Certificate Account.
Upon notice of the events set forth in clause (c) above, the
Trustee shall, 10 days prior to the exercise of such remedy, provide written
notice of the termination of the Trust to the Call Holders. In the case of a
sale by the Market Agent of Underlying Securities and Related Assets pursuant to
clause (a) above, the Trustee shall deliver such Underlying Securities and
Related Assets to the purchaser of such Underlying Securities and Related Assets
only against payment in same day funds and the Trustee shall deposit the same
into the Certificate Account.
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"Eligible Investments": As defined in the Standard Terms;
provided, however, that (i) the minimum required rating for long-term
instruments will be equal to the lower of the rating of the Underlying
Securities or the Trust Certificates, and (ii) the rating of any short-term
instruments will be A-1+ by S&P and P1 by Xxxxx'x; and provided, further, that
any such investment matures no later than the Business Day prior to the next
succeeding Distribution Date.
"Escrow Agent": As will be set forth in the Escrow Agreement.
"Escrow Agreement": The escrow agreement to be entered into on
the Call Date among a given Call Holder, the Trustee and the Escrow Agent
pursuant to Section 14(c)(iii)(2) hereof.
"Event of Default": (i) A default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any applicable grace period), (ii) a default in the payment of the
principal of or any installment of principal of any Underlying Security when the
same becomes due and payable and (iii) any other event specified as an event of
default in the Underlying Securities Indenture. For a summary of certain events
of default in the Underlying Securities Indenture, please refer to the
Prospectus Supplement.
"Final Scheduled Distribution Date": September 15, 2027 (or if
such date is not a Business Day, the next succeeding Business Day).
"Fixed Pass-Through Rate": 7.875% per annum.
"Optional Exchange Date": Any Distribution Date.
"Ordinary Expenses": The compensation due to the Trustee for
Ordinary Expenses as defined in the Standard Terms, which, with respect to
Ordinary Expenses other than those referred to in clause (iii) of such
definition and other than the costs of converting to XXXXX format the periodic
reports required for the Trust under the Exchange Act, shall be fixed at $2,000
per annum (payable in semi-annual installments of $1,000).
"Pass-Through Rate": The Fixed Pass-Through Rate.
"Prepaid Ordinary Expenses": Zero (0).
"Prospectus Supplement": The Prospectus Supplement dated July
16, 2001 relating to the Certificates.
"Rating Agency": Xxxxx'x and S&P.
"Record Date": The Business Day immediately preceding each
Distribution Date.
"Series": PREFERREDPLUS 7.875% Trust Certificates Series
BLC-1.
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"Underlying Securities": The $36,004,000 aggregate principal
amount of 7.25% Debentures due September 15, 2027 issued by the Underlying
Securities Issuer, as described in Schedule I hereto.
"Underlying Securities Indenture": As set forth in Schedule I.
"Underlying Securities Issuer": Belo Corp. (formerly known as
A.H. Belo Corporation), a Delaware corporation.
"Warrant Agreement": The Warrant Agreement, dated as of July
19, 2001, by and between the Trust and the Warrant Agent (as defined in the
Warrant Agreement).
(b) The terms listed below are not applicable to this Series.
"Accounting Date"
"Administration Account"
"Administrative Agent"
"Administration Agreement"
"Administrative Agent Termination Event"
"Advance"
"Calculation Agent"
"Eligible Expense"
"Exchange Rate Agent"
"Floating Pass-Through Rate"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
"Notional Amount"
"Related Assets"
"Reserve Account"
"Requisite Reserve Amount"
"Retained Interest"
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"Surety Bond"
"Swap Agreement"
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
"Swap Guarantor"
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. (a) The
Trust created hereby shall be known as the "PREFERREDPLUS Trust Series BLC-1.
The Certificates evidencing certain undivided ownership interests therein shall
be known as the "PREFERREDPLUS 7.875% Trust Certificates Series BLC-1.
(b) The Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit B. The Certificates shall be issued in authorized denominations of $25
and integral multiples thereof. Except as provided in the Standard Terms, the
Trust shall not issue additional Certificates or incur any indebtedness;
provided, however, from time to time, upon obtaining prior written confirmation
by each Rating Agency that such action will not result in a downgrading or
withdrawal of its rating of the Certificates, the Depositor may, without the
consent of the Certificateholders, increase the amount of the Underlying
Securities in the Trust and the Trust may issue a corresponding amount of
additional Certificates in accordance with Section 5.12(a) of the Standard Terms
except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to
this Series.
(c) On each Distribution Date, commencing on September 15,
2001 and ending on the Final Scheduled Distribution Date or such earlier date if
the Underlying Securities are redeemed prior to the Final Scheduled Distribution
Date, the Certificates will be entitled to receive distributions at a rate of
7.875% per annum on the stated amount of the Certificates.
(d) On the Final Scheduled Distribution Date, the Certificates
will be entitled to a distribution of the aggregate principal amount of such
Underlying Securities.
(e) Any reference to the principal amount of the Certificates
shall be construed as a reference to the stated amount of the Certificates,
unless otherwise indicated.
Section 4. Satisfaction of Conditions to Initial Execution and
Delivery of Trust Certificates. The Trustee hereby acknowledges receipt, on or
prior to the Closing Date, of:
(i) the Underlying Securities set forth on Schedule I hereto;
and
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(ii) all documents set forth in Section 5.12 of the Standard
Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall
not apply to this Series.
Section 5. Distributions. (a) On each Distribution Date, the
Trustee shall apply solely to the extent of Available Funds in the Certificate
Account as follows:
(i) first, to the Trustee, reimbursement for any approved
Extraordinary Trust Expenses incurred by the Trustee in accordance with
Section 6(b) hereof and approved by not less than 100% of the
Certificateholders;
(ii) second, to the Certificateholders, distributions accrued
during the related Collection Period at the rate of 7.875% per annum on
the stated amount of such Certificates and distributable on such
Certificates on such Distribution Date;
(iii) third, to the Certificateholders, if available, any
additional distribution owed and paid by the Underlying Securities
Issuer as a result of a delay in the receipt by the Trustee of any
payment on the Underlying Securities;
(iv) fourth, to the Certificateholders, on the Final Scheduled
Distribution Date only, a distribution of the aggregate principal
amount of the Underlying Securities;
(v) fifth, to the extent there remain Available Funds in the
Certificate Account, to any creditors of the Trust in satisfaction of
liabilities thereto; and
(vi) sixth, to the extent there remain Available Funds in the
Certificate Account, to Xxxxxxx Xxxxx Capital Services, Inc. and if no
Available Funds remain in the Certificate Account then no distribution
will be made pursuant to this Section 5(a)(vi).
Subject to Section 9(c) hereof, to the extent Available Funds are insufficient
to make any required distributions due to the Certificates on any Distribution
Date, any shortfall will be carried over and will be distributed on the next
Distribution Date on which sufficient funds are available on the Available Funds
to pay such shortfall. Neither Xxxxxxx Xxxxx & Co. nor any of its Affiliates
will have any claim against the Trust pursuant to Section 5(a)(vi) if the Trust
fails to make a distribution on a Distribution Date to such person because no
Available Funds remain in the Certificate Account on such Distribution Date.
(b) On the Optional Exchange Date, if applicable, the Trustee
shall distribute to Xxxxxxx Xxxxx & Co. or any of its Affiliates, other than the
Depositor, or any other Person exercising an optional exchange pursuant to
Section 7 hereof, as the case may be, Underlying Securities in accordance with
Section 7 hereof.
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Section 6. Trustee's Fees; Escrow Agent's Fees. (a) Payment to
the Trustee of Ordinary Expenses shall be as set forth in a separate agreement
between the Trustee and the Depositor. The Trustee agrees that in the event
Ordinary Expenses are not paid in accordance with such agreement, it shall (i)
not have any claim or recourse against the Trust or the property of the Trust
with respect thereto and (ii) continue to perform all of its services as set
forth herein unless it elects to resign as Trustee in accordance with Section
7.08 of the Standard Terms.
(b) Extraordinary Trust Expenses shall not be paid out of the
Deposited Assets unless (i) the Trustee is satisfied that it will have adequate
security or indemnity in respect of such costs, expenses and liabilities, and
(ii) all the Certificateholders of Certificates then outstanding have voted to
require the Trustee to incur such Extraordinary Trust Expenses. If Extraordinary
Trust Expenses are not approved unanimously as set forth in clause (ii), such
Extraordinary Trust Expenses shall not be an obligation of the Trust, and the
Trustee shall not file any claim against the Trust therefor notwithstanding
failure of Certificateholders to reimburse the Trustee. In addition, if the
conditions in (i) and (ii) are not both satisfied, the Trustee shall not be
obligated to incur any Extraordinary Trust Expense.
(c) In the event that one or more Call Holders is required to
deposit the Call Price with the Escrow Agent on the Exercise Date pursuant to
Section 14(c)(iii)(2) hereof, the Depositor and the Escrow Agent shall enter
into an agreement reasonably acceptable to both parties thereto whereby the
Depositor shall pay to the Escrow Agent a fee in consideration for its services
under the Escrow Agreement or Escrow Agreements, as applicable.
Section 7. Optional Exchange. (a) Xxxxxxx Xxxxx & Co. or any
of its Affiliates (other than the Depositor), if it holds Certificates, or any
other Person (other than the Depositor) holding Certificates with an aggregate
stated amount of $5 million or more acquired pursuant to the exercise of Call
Rights held by it, may notify the Trustee, not less than 30 days but not more
than 60 days prior to any Optional Exchange Date, that:
(i) such Person intends to tender an Authorized Denomination
of Certificates that it holds to the Trustee on such Optional Exchange
Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust or Depositor to
fail to satisfy the applicable requirements for exemption under Rule
3a-7 under the Investment Company Act of 1940, as amended;
(iii) such exchange will not affect the characterization of
the Trust as a "grantor trust" under the Code,
(iv) in the case of an exchange of less than all outstanding
Certificates, such exchange will not cause a failure to satisfy the
minimum requirements for the Certificates to remain listed on the New
York Stock Exchange, unless the Person tendering such Certificates will
hold all remaining outstanding Certificates upon completion of the
exchange for such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to
Certificates subject to outstanding Call Rights held by any Person
other than the Person exercising such exchange; and
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(vi) in the case of an exchange by a person other xxxx Xxxxxxx
Xxxxx & Co. or any of its Affiliates (other than the Depositor), such
exchange will be made with respect to an aggregate stated amount of
Certificates equal to the aggregate stated amount of Certificates
acquired by such Person pursuant to the exercise of Call Rights held by
it.
Upon tender of such Certificates on such Optional Exchange Date, the Trustee
will deliver to the Person tendering such Certificates an amount of Underlying
Securities having a principal amount equal to the aggregate principal amount of
Underlying Securities then held by the Trust times the aggregate stated amount
of Certificates being tendered divided by the aggregate stated amount of
Certificates then outstanding.
(b) The requirements set forth in paragraphs (a)(ii), (a)(v)
and (a)(vi) of Section 4.07 of the Standard Terms do not apply to an Optional
Exchange pursuant to this Section 7.
(c) Any costs associated with the exercise of the rights
granted under paragraph (a) of this Section 7 will be borne by the Person
exercising such rights and not by the Trust.
Section 8. Events of Default. Within 30 days of its receipt of
notice of the occurrence of an Event of Default, the Trustee will give notice to
the Certificateholders, transmitted by mail, of all such uncured or unwaived
Events of Default actually known to it. However, unless there is an Event of
Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in the
interest of the Certificateholders.
Section 9. Miscellaneous. (a) The provisions of Section 4.04,
Advances, of the Standard Terms shall not apply to the Certificates.
(b) The Certificateholders shall not be entitled to terminate
the Trust or cause the sale or other disposition of the Underlying Securities;
provided, however, that Certificateholders holding all, but not less than all,
of the outstanding Certificates may exercise their rights under Section 13(b)
with respect to all such Certificates.
(c) If the Trustee has not received payment with respect to a
Collection Period on the Underlying Securities on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of such
payment. No additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Certificateholders, proportionately to
the ratio of their respective entitlements to interest payments.
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(d) The outstanding principal balance of the Certificates
shall not be reduced by the amount of any Realized Loss.
(e) The Trust may not engage in any business or activities
other than in connection with, or relating to, the holding, protecting and
preserving of the Deposited Assets and the issuance of the Certificates, and
other than those required or authorized by the Trust Agreement or incidental and
necessary to accomplish such activities. The Trust may not issue or sell any
certificates or other obligations other than the Certificates or otherwise
incur, assume or guarantee any indebtedness for money borrowed.
(f) The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to, any another entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace the Trust.
(g) Except as expressly provided in the Trust Agreement, the
Trust may not sell the Underlying Securities.
(h) If the Trustee resigns or is removed as Trustee in
accordance with Section 7.08 of the Trust Agreement, in addition to providing
the Depositor with written notice, the Trustee shall also provide the Rating
Agencies with written notice.
(i) Xxxxxxx Xxxxx & Co. shall act as the Market Agent and
shall serve in such capacity in accordance with the terms of the Market Agent
Agreement attached hereto as Exhibit C.
(j) Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee may be removed upon 60 days prior written notice delivered
by Certificateholders holding Certificates that represent the Required
Percentage-Removal, and such removal shall take effect upon the appointment of a
successor Trustee and its acceptance of such appointment as provided in the
Trust Agreement.
Section 10. Notices. All directions, demands and notices
hereunder or under the Standard Terms shall be in writing and shall be delivered
as set forth below (unless written notice is otherwise provided to the Trustee).
If to the Depositor, to:
Xxxxxxx Xxxxx Depositor, Inc.
c/x Xxxxxxx Xxxxx & Co.
World Financial Center
New York, NY 10281
Attention: Xxxxx X. Xxxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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If to the Trustee, to:
The Bank of New York
c/o United States Trust Company of New York
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Department
-PREFERREDPLUS Trust Series BLC-1
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Securities Intermediary, to:
The Bank of New York
c/o United States Trust Company of New York
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Department
- PREFERREDPLUS Trust Series BLC-1
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Rating Agencies, to:
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: CBO/CLO Monitoring Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and to:
Standard & Poor's
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Surveillance Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Section 11. Governing Law. This Supplement and the
transactions described herein shall be construed in accordance with and governed
by the law of the State of New York.
Section 12. Counterparts. This Supplement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.
Section 13. Termination of the Trust. (a) The Trust shall
terminate upon the earlier of (i) the payment in full at maturity or sale by the
Trust after a payment default on the Underlying Securities and the distribution
in full of all amounts due to the Certificateholders, (ii) the distribution to
the Certificateholders of all Underlying Securities in accordance with the
Distribution Election, (iii) the exchange of all outstanding Certificates for
Underlying Securities pursuant to one or more Optional Exchanges, (iv) the Final
Scheduled Distribution Date and (v) the holders of all, but not less than all,
of the Certificates exercising their election in Section 13(b) below.
(b) Certificateholders who hold all, but not less than all, of
the outstanding Certificates may, upon prior written notice to the Rating
Agencies, elect to terminate the Trust at any time; provided that (i) the
exercise of such termination right would not cause the Trust or the Depositor to
fail to satisfy the applicable requirements for exemption under Rule 3a-7 under
the Investment Company Act of 1940, as amended and (ii) if and for so long as
the call warrants remain outstanding, all of the Call Holders have consented to
such termination.
(c) To the extent that the provisions of this Section 13
conflict with Section 10.01 of the Standard Terms, the latter shall control.
Section 14. Sale of Underlying Securities; Call Right
(a) In the case of Extraordinary Trust Expenses approved by
100% of the Certificateholders of a given Class, pursuant to Section 6(b)
hereof, the Trustee may sell all or a portion of the Underlying Securities to
pay such Extraordinary Trust Expenses.
(b) (i) Upon the redemption of the Underlying Securities in
whole, but not in part, (A) on the stated maturity date of such Underlying
Securities or (B) at the option of the Underlying Securities Issuer upon at
least 30 days, but not more than 60 days, prior notice, the redemption proceeds
will be distributed pro rata to the holders of the Underlying Securities,
including the Trust. Upon receiving such redemption proceeds, the Trust shall
distribute the proceeds pro rata to the Certificateholders entitled to such
proceeds upon the date such proceeds are received in immediately available funds
by the Trust if such proceeds are received prior to 3:00 p.m. local time at the
office of the Trustee and otherwise on the next Business Day. (ii) Upon the
redemption of the Underlying Securities in part at the option of the Underlying
Securities Issuer upon at least 30 days, but not more than 60 days, prior
notice, the redemption proceeds will be distributed pro rata to the holders of
the Underlying Securities, including the Trust. Upon any such redemption in
part, the Trustee shall select by lot (or by such other reasonable procedure as
may be established by the Trustee) a stated amount of Certificates equal to the
aggregate stated amount of Certificates then outstanding multiplied by the
aggregate principal amount of Underlying Securities subject to redemption and
then held by the Trust
14
divided by the aggregate principal amount of Underlying Securities then held by
the Trust (the "Redemption Amount"); provided that the Redemption Amount may be
reduced by the aggregate stated amount of Trust Certificates called pursuant to
the exercise of Call Rights prior to such redemption in accordance with the
terms of the Warrant Agreement. Upon receiving the redemption proceeds
distributed to the Trust, the Trustee shall distribute the proceeds pro rata to
the Certificateholders entitled to such proceeds upon the date such proceeds are
received in immediately available funds by the Trust if such proceeds are
received prior to 3:00 p.m. local time at the office of the Trustee and
otherwise on the next Business Day.
(c) The Call Terms are as follows:
(i) The initial holder of the Call Rights is an affiliate of
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated
and such affiliate may transfer the Call Rights, in whole or in part,
to one or more third parties in privately negotiated transactions;
(ii) A Call Holder that has met the exercise requirements set
forth in paragraph (c)(iii) of this Section 14 may, on the Call Date,
exercise its option to purchase, in whole or in part, an Authorized
Denomination of Certificates at the Call Price;
(iii) In order to exercise its Call Right on a Call Date, a
Call Holder must, not less than 30 days (or not less than five days in
the case of an announcement of any redemption or other unscheduled
payment of the underlying securities or receipt of notice of
termination of the Trust) but not more than 60 days prior to such Call
Date:
(1) notify the Trustee in writing of its intention to
exercise such Call Right (which notice is irrevocable),
(2) deposit the Call Price with the Escrow Agent (the
"Escrow Deposit") to be held in escrow pursuant to an Escrow
Agreement reasonably satisfactory to the Trustee and
substantially in the form attached hereto as Exhibit D (to be
entered into immediately preceding delivery of the Call Price
by such Call Holder to the Escrow Agent) until such Call Price
is paid by the Trustee to the Certificateholders in accordance
with paragraph (d) of this Section 14, and
(3) provide the Trustee with any other documents
customary for a transaction of this nature, including a
certificate of the Call Holder certifying the solvency of such
Call Holder on such date; provided that the Call Holder need
not provide any such solvency certificate if the rating of the
senior, unsecured long-term debt of the Call Holder, or the
Call Holder's credit support provider, if applicable, by
Moody's and S&P is in one of the investment grade categories
of Moody's and S&P, respectively, on such date.
The provision of this Section 14(c)(iii)(1) through (3) shall not apply if
Warrants are being exercised upon an acceleration of the Underlying Securities
and payment in full by the Underlying Securities Issuer of all amounts due upon
such acceleration.
15
(d) In connection with any exercise of the Call Rights, the
Trustee shall select by lot (or by such other reasonable procedure as may be
established by the Trustee) a stated amount of the outstanding Certificates to
be surrendered by the Certificateholders thereof to the Trustee upon any such
exercise, deliver such Certificates to the exercising Call Holder and the
proceeds of the Call Price shall be distributed pro rata among such
Certificateholders on the Call Date in accordance with the provisions of the
Warrant Agreement.
Section 15. Amendments. Notwithstanding anything in the Trust
Agreement to the contrary, in addition to the other restrictions on modification
and amendment contained herein, the Trustee shall not enter into any amendment
or modification of the Trust Agreement that would adversely affect in any
material respect the interests of the Certificateholders or the Call Holders
without the consent of 100% of such Certificateholders or Call Holders, as the
case may be; provided, however, that no such amendment or modification will be
permitted if the Trustee has been advised by the Depositor that such amendment
or modification would alter the status of the Trust as a "grantor trust" for
federal income tax purposes. Further, no amendment shall be permitted pursuant
to paragraphs (vi), (vii) and (x) of Section 11.0 1 (a) of the Standard Terms
without prior written confirmation by each Rating Agency that such amendment
will not result in a downgrading or withdrawal of its rating of the
Certificates. The Trustee may consult with counsel and shall be entitled to rely
upon an Opinion of Counsel for purposes of determining compliance with the
provisions of this Section 15.
Section 16. Voting of Underlying Securities, Modification of
Indenture. The Trustee, as holder of the Underlying Securities, has the right to
vote and give consents and waivers in respect of the Underlying Securities as
permitted by the Depository and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from the Depository,
the Underlying Securities trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Underlying Securities Indenture or any other document thereunder or relating
thereto, or receives any other solicitation for any action with respect to the
Underlying Securities, the Trustee shall mail a notice of such proposed
amendment, modification, waiver or solicitation to each Certificateholder of
record as of such date. The Trustee shall request instructions from the
Certificateholders as to whether or not to consent to or vote to accept such
amendment, modification, waiver or solicitation. The Trustee shall consent or
vote, or refrain from consenting or voting, in the same proportion (based on the
relative outstanding principal balances of the Certificates) as the Certificates
of the Trust were actually voted or not voted by the Certificateholders thereof
as of a date determined by the Trustee prior to the date on which such consent
or vote is required; provided, however, that, notwithstanding anything in the
Trust Agreement to the contrary, the Trustee shall at no time vote on or consent
to any matter (i) unless such vote or consent would not (based on an Opinion of
Counsel) alter the status of the Trust as a "grantor trust" for federal income
tax purposes or result in the imposition of tax upon the Certificateholders, or
(ii) that would alter the timing or amount of any payment on the Underlying
Securities, including, without limitation, any demand to accelerate the
Underlying Securities, except in the event of a default under the Underlying
Securities or an event that with the passage of time would become an event of
default under the Underlying Securities and with the consent of 100% of the
Certificateholders, or (iii) that would result in the exchange or substitution
of any of the outstanding Underlying Securities pursuant to a plan for the
refunding or refinancing of such Underlying Securities except in the event of a
default under the
16
Underlying Securities Indenture and only with the consent of 100% of the
Certificateholders and 100% of the Call Holders. The Trustee shall have no
liability for any failure to act resulting from Certificateholders' or Call
Holders' late return of, or failure to return, directions requested by the
Trustee from the Certificateholders and Call Holders.
If an offer is made by the Underlying Securities Issuer to
issue new obligations in exchange and substitution for any of the Underlying
Securities, pursuant to a plan for the refunding or refinancing of the
outstanding Underlying Securities or any other offer is made for the Underlying
Securities, the Trustee shall notify the Certificateholders, the Call Holders
and the Rating Agencies of such offer promptly. The Trustee must reject any such
offer unless the Trustee is directed by the affirmative vote of 100% of the
Certificateholders and 100% of the Call Holders to accept such offer, the
Trustee has received the tax opinion described above and if the Trustee is so
directed, the Trustee shall promptly notify the Rating Agencies of such
direction accompanied by evidence of the affirmative vote of such
Certificateholders and Call Holders.
If an event of default under the Underlying Securities
Indenture occurs and is continuing, and if directed by 100% of the
Certificateholders, the Trustee shall vote the Underlying Securities in favor of
directing, or take such other action as may be appropriate to direct, the
Underlying Securities trustee to declare the unpaid principal amount of the
Underlying Securities and any accrued and unpaid interest thereon to be due and
payable.
Section 17. Call Right Documentation. Simultaneously with the
execution hereof, the Depositor hereby directs the Trustee, in the name of and
on behalf of the Trust, to enter into a Warrant Agreement and any related
Warrant Certificates (as defined in the Warrant Agreement) evidencing the Call
Rights and to make representations contained therein on behalf of the Trust. At
the direction of the Depositor, the Trustee shall execute such further documents
as may be required to evidence any transfer of any or all of the rights,
interests or obligations under the Warrant Agreement and any related Warrant
Certificates.
Section 18. Third Party Beneficiary. The Escrow Agent and each
Call Holder shall be third party beneficiaries of this Trust Agreement.
Section 19. Nonpetition Covenant. Solely with respect to the
Trust and the Series and for no other purpose, Section 11.07 of the Standard
terms is hereby deleted and replaced with the following:
Section 11.07. Nonpetition Covenant. Notwithstanding any prior
termination of this Trust Agreement, each of the Trustee (including any
Administrative Agent, Authenticating Agent and Paying Agent) and the Depositor
agrees that it shall not, until the date which is one year and one day after the
termination of the PREFERREDPLUS Trust Series BLC-1, acquiesce, petition or
otherwise invoke or cause the Trust to invoke the process of the United States,
any State or other political subdivision thereof or any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government for the purpose of commencing or sustaining a case by
or against the Trust under a Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of such Trust or all or any part of the
property or assets of such Trust or ordering the winding up or liquidation of
the affairs of such Trust.
17
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed by their respective authorized officers as of the
date first written above.
Xxxxxxx Xxxxx Depositor, Inc.,
as Depositor
By:
----------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
The Bank of New York,
not in its individual capacity
but as Trustee
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signer
The Bank of New York,
not in its individual capacity
but as Trustee
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signer
18
SCHEDULE I
PREFERREDPLUS 7.875% TRUST CERTIFICATES, SERIES BLC-1
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: $36,004,000 7.25% Debentures (principal
amount $1,000 per debenture) due September
15, 2027 of the Underlying Securities
Issuer.
Underlying Securities Indenture: Indenture dated as of June 1, 1997, between
the Underlying Securities Issuer, and the
Underlying Securities Trustee.
Underlying Securities Issuer: Belo Corp. (formerly known as A.H. Belo
Corporation), a Delaware corporation.
Underlying Securities Trustee: The Chase Manhattan Bank
Underlying Securities 000000XX0
CUSIP Number:
Underlying Securities September 26, 1997
Original Issue Date:
Underlying Securities $250,000,000 7.25% Debentures due September
Original Amount Issued: 15, 2027 (principal amount $1,000 per
debenture)
Underlying Securities 333-25579
Commission Filing Number:
Underlying Securities September 15, 2027
Maturity Date:
Underlying Securities September 15, 2027
Principal Payment Date:
Underlying Securities March 15 and September 15, or if any such
Interest Payment Dates: date is not a business day, then the next
succeeding business day to the persons in
whose names the underlying securities are
registered at the close of business on March
1 or September 1 prior to the payment date,
subject to certain exceptions.
Underlying Securities 7.25% per annum.
Interest Rate:
Underlying Securities March 1 and September 1.
Record Dates:
Underlying Securities None.
Collateral:
Underlying Securities None.
Amortization:
Underlying Securities Semi-annual.
Accrual Periods:
Underlying Securities The Underlying Securities are denominated
Authorized Denomination and payable in U.S. dollars and are
and Specified Currency: available in minimum denominations of $1,000
and integral multiples thereof.
Underlying Securities "Baa3" by Xxxxx'x and "BBB-" by S&P.
Rating as of Closing:
Underlying Securities Form: Book-entry security with DTC.
Underlying Securities Redemption In certain circumstances summarized in the
Prospectus Supplement, the Underlying
Securities are redeemable as a whole or in
part, at the option of the Underlying
Securities Issuer at any time at a
redemption price equal to the greater of (i)
100% of their principal amount or (ii) the
sum of the present values of the remaining
scheduled payments of principal and interest
thereon discounted to the date of redemption
on a semiannual basis (assuming a 360 day
year of twelve 30 day months), at the
Treasury Yield (as defined in the Underlying
Securities Indenture) plus 20 basis points,
plus in the case of each of clause (i) and
(ii) accrued interest to the date of
redemption. Holders of the Underlying
Securities to be redeemed will receive
notice thereof at least 30 days and not more
than 60 days prior to the date fixed for
redemption.
EXHIBIT A
Standard Terms for Trust Agreements
(begins on next page)
EXHIBIT B
Form of Certificate
(begins on next page)
EXHIBIT C
Market Agent Agreement
(begins on next page)
EXHIBIT D
Form of Escrow Agreement
(begins on next page)
