Exhibit 7
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Execution Copy
SELECT NOTES TRUST SUPPLEMENT LT 2003-2
between
STRUCTURED OBLIGATIONS CORPORATION,
as Trustor
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Select Notes Trust LT 2003-2
Preliminary Statement.........................................................................................1
Section 1. Certain Defined Terms............................................................................1
Section 2. Creation and Declaration of Trust; Sale of Underlying Securities; Acceptance by Trustee..........5
Section 3. Designation......................................................................................5
Section 4. Date of the Certificates.........................................................................5
Section 5. Stated Amount and Denominations; Additional Underlying Securities................................6
Section 6. Currency of the Certificates.....................................................................6
Section 7. Form of Securities...............................................................................6
Section 8. Distribution Account.............................................................................6
Section 9. Certain Provisions of Base Trust Agreement Not Applicable........................................7
Section 10. Distributions....................................................................................7
Section 11. Termination of Trust.............................................................................9
Section 12. Limitation of Powers and Duties.................................................................10
Section 13. Compensation of Trustee.........................................................................11
Section 14. Modification or Amendment.......................................................................12
Section 15. Accounting......................................................................................12
Section 16. No Investment of Amounts Received on Underlying Securities......................................12
Section 17. No Event of Default.............................................................................12
Section 18. Notices.........................................................................................12
Section 19. Access to Certain Documentation.................................................................13
Section 20. Advances........................................................................................13
Section 21. Ratification of Agreement.......................................................................13
Section 22. Counterparts....................................................................................13
Section 23. Governing Law...................................................................................13
Section 24. Certificate of Compliance.......................................................................13
Exhibit A -- Identification of the Underlying Securities as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
Exhibit D -- Form of Monthly Trustee's Tax Reporting Statement
Exhibit E -- Form of UCC-1 Financing Statement
Schedule 1 -- Schedule of Accrued Interest
SELECT NOTES TRUST SUPPLEMENT LT 2003-2, dated as of April
25, 2003 (this "Series Supplement"), between STRUCTURED
OBLIGATIONS CORPORATION, a Delaware corporation, as
Trustor (the "Trustor"), and U.S. Bank National
Association, a national banking association, as trustee
(the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement, dated as of April 2,
2002 (the "Base Trust Agreement" and, as supplemented pursuant to this
Series Supplement, the "Agreement"), between the Trustor and the Trustee,
such parties may at any time and from time to time enter into a series
supplement supplemental to the Base Trust Agreement for the purpose of
creating a trust. Section 5.13 of the Base Trust Agreement provides that the
Trustor 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 Base Trust
Agreement.
Pursuant to this Series Supplement, the Trustor and the
Trustee shall create and establish a new trust to be known as Select Notes
Trust LT 2003-2, and a new Series of trust certificates to be issued
thereby, which certificates shall be known as the Select Notes Trust, Long
Term Certificates 2003-2, and the Trustor and the Trustee shall herein
specify certain terms and condition s in respect thereof. The Certificates
shall be Fixed Rate Certificates issued in one Class (the "Certificates").
On behalf of and pursuant to the authorizing resolutions
of the Board of Directors, an authorized officer of the Trustor has
authorized the execution, authentication and delivery of the Certificates,
and has authorized the Base Trust Agreement and this Series Supplement in
accordance with the terms of Section 5.13 of the Base Trust Agreement.
Section 1. Certain Defined Terms. (a) All terms used in
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this Series Supplement that are defined in the Base Trust Agreement, either
directly or by reference therein, have the meanings assigned to such terms
therein, except to the extent such terms are defined or modified in this
Series Supplement or the context requires otherwise. The Base Trust
Agreement also contains rules as to usage which shall be applicable hereto.
(b) Pursuant to Article I of the Base Trust Agreement, the
meaning of certain defined terms used in the Base Trust Agreement shall,
when applied to the trust certificates of a particular Series, be as defined
in Article I but with such additional provisions and modifications as are
specified in the related series supplement. With respect to the
Certificates, the following definitions shall apply:
"Acceleration": The acceleration of the maturity of an
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Underlying Security after the occurrence of any default on such Underlying
Security other than a Payment Default.
"Advance": The meaning set forth in the Advancing Agreement.
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"Advance Repayment Shortfall": An amount equal to at the
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time of calculation, the excess, if any, of (x) the amount, if any, owed to
the Advancing Party for Advances made in respect of an Underlying Security
(either in accordance with the Schedule 1 of the Advancing Agreement or
Advances made at the option of the Advancing Party to cover delinquent or
defaulted payments on such Underlying Security not received by the Trustee
on the applicable Underlying Securities Payment Date) immediately prior to
the sale of such Underlying Security resulting from a Removal Event over (y)
the amount distributed to the Advancing Party from the proceeds of the sale
of such Underlying Security; provided however; that if no bids are received
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in the First Auction of such Underlying Security the amount in this clause
(y) will be deemed to be zero on the last day of such First Auction;
provided further; that any amounts received by the Advancing Party from the
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proceeds of a First Auction, Second Auction or Third Auction of such
Underlying Security will be added to the amount of this clause (y) on the
date distributed to the Advancing Party.
"Agreement": Agreement shall have the meaning specified in
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the Preliminary Statement to this Series Supplement.
"Advancing Agreement": The Advancing Agreement dated as of
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the Closing Date between the Trustee and the Advancing Party.
"Advancing Party": JPMorgan Chase Bank
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"Advancing Party Credit Event": The Advancing Party has
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(i) become Insolvent or (ii) defaulted on a payment with respect to a debt
obligation for borrowed money with an initial principal amount equal to or
greater than $1,000,000,000 and any applicable grace period has expired.
"Annualized Interest": $50,000; provided, however, if the
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Advancing Party is replaced under the terms of the Advancing Agreement, the
Annualized Interest will be $60,000.
"Base Trust Agreement": Base Trust Agreement shall have
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the meaning specified in the Preliminary Statement to this Series
Supplement.
"Business Day": Any day other than a Saturday, Sunday or a
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day on which banking institutions in New York, New York are authorized or
obligated by law, executive order or governmental decree to be closed.
"Certificateholder" or "Holder": With respect to any
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Certificate, the Holder thereof.
"Certificateholders" or "Holders": The Holders of the
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Certificates.
"Closing Date": April 25, 2003.
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"Calculation Agent": ▇.▇. ▇▇▇▇▇▇ Securities Inc.
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"Certificate Principal Balance": Initially, $34,750,000
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and on any date thereafter, an amount equal to the initial Certificate
Principal Balance less any reductions in the principal
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amount of the Underlying Securities and payments on the Treasury Securities.
For purposes of calculating the Certificate Principal Balance the principal
amount of any Underlying Security with respect to which a Removal Event has
occurred shall be deemed to be zero. The Certificate Principal Balance for
any Certificateholder will be such Certificateholder's pro rata portion of
the outstanding Certificate Balance.
"Credit Event": means (i) a Payment Default with respect to
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an Underlying Security has occurred, (ii) an Underlying Issuer has become
the subject of bankruptcy or similar proceedings or is or has become
Insolvent, (iii) the maturity date of an Underlying Security has been
extended or (iv) the interest rate on any Underlying Security has been
reduced.
"Corporate Trust Office": U.S. Bank National Association,
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100 Wall Street, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate
Trust or such other corporate trust office as the Trustee shall designate in
writing to the Trustor and the Certificateholders.
"Depositary": The Depository Trust Company.
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"Distribution Account": has the meaning set forth in
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Section 8.
"Distribution Date": Any Interest Distribution Date,
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Scheduled Principal Distribution Date, any Removal Event Distribution Date
or any Underlying Securities Redemption Distribution Date.
"First Auction Period": With respect to the sale of an
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Underlying Security pursuant to Section 10(c), the period from the date on
which JPMSI receives Sale Instructions with respect to such Underlying
Security to and including the date which is seven Business Days after the
date on which the Trustor receives such Sale Instructions.
"Fixed Payment": Each semiannual installment of interest
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payable on the Underlying Securities, as set forth in Exhibit A hereto.
"Insolvent": Means with respect to any party hereunder or
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an Underlying Issuer, that such party or Underlying Issuer (1) is dissolved
(other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in
writing its inability generally to pay its debts as they become due; (3)
makes a general assignment, arrangement or composition with or for the
benefit of its creditors; (4) institutes or has instituted against it a
proceeding seeking a judgment of insolvency or any other relief under any
insolvency law or other similar law affecting creditors' rights, or a
petition is presented for its winding-up or liquidation, and, in the case of
any such proceeding or petition instituted or presented against it, such
proceeding or petition (A) results in a judgment of insolvency or the entry
of an order for relief or the making of an order for its winding-up or
liquidation or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation thereof, (5) has
a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger); (6) seeks
or becomes subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets; (7) has a
secured party take possession of all or substantially all its assets or has
a distress, execution, attachment, sequestration or other legal process
levied, enforced or sued on or against
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all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8) causes or is subject
to any event with respect to it which. under the applicable laws of any
jurisdiction, has an analogous effect to any of the events specified in
clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts.
"Interest Distribution Date": The fifteenth (15th) day of
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each month or, if any such day is not a Business Day, then the immediately
following Business Day, commencing June 16, 2003 through; provided, however,
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that payment on each Interest Distribution Date shall be subject to prior
payment of interest on the Underlying Securities and advances made by the
Advancing Party pursuant to the Advancing Agreement.
"JPMSI": means ▇.▇. ▇▇▇▇▇▇ Securities Inc.
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"Maturity Date": February 22, 2033.
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"Monthly Interest Distribution Amount": With respect to
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any Interest Distribution Date, an amount equal to one twelfth of the
Pass-Through Rate on the Record Date related to such Interest Distribution
Date multiplied by the Certificate Principal Balance on the Record Date
related to such Interest Distribution Date, except with respect to the
Interest Distribution Date occurring on June 16, 2003, interest shall accrue
on the Certificates from the Closing Date until and including June 14, 2003
and the Monthly Interest Distribution Amount will be equal to 0.141667
multiplied by the Pass-Through Rate on the related Record Date multiplied by
the Certificate Principal Balance on such Record Date.
"Pass-Through Rate": means the per annum interest rate on
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the Certificates applicable during the interest accrual period related to an
Interest Payment Date. The Pass-Through Rate is initially equal to 5.80%,
until a Pass-Through Rate Adjustment Event has occurred, in which case the
Pass-Through Rate shall be recalculated by the Calculation Agent so that the
adjusted Pass-Through Rate will be equal to:
(i) (a) (1) the principal amount of the Underlying
Securities after giving effect to the distribution of principal resulting
from such Pass-Through Rate Adjustment Event multiplied by (2) the weighted
average interest rate of the Underlying Securities after giving effect to
the distribution of principal resulting from such Pass-Through Rate
Adjustment Event reduced by (b) Annualized Interest and Fees plus any other
annual expenses payable by the Trustee on behalf of the Trust and further
reduced by (c) the sum of each Advance Repayment Shortfall (each such
Advance Repayment Shortfall being first divided by (x) the number of months
from the Interest Distribution Date occurring immediately after the
occurrence of such Advance Repayment Shortfall to February 22, 2033 divided
by (y) 12), divided by
(ii) the Certificate Principal Balance after giving effect
to the distribution of principal resulting from such Pass-Through Rate
Adjustment Event.
"Pass-Through Rate Adjustment Event": means (i) a reduction
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of the principal amount of the Underlying Securities resulting from the
occurrence of a Principal Distribution Date, a redemption of Underlying
Securities by the related Underlying Issuer, or the occurrence
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of a Removal Event, (ii) an Advance Repayment Shortfall has occurred, (iii)
a distribution to the Advancing Party of any proceeds from the sale of
Underlying Securities which are related to any Advance Repayment Shortfall,
(iv) the incurrence by the Trust of reoccurring expenses other than expenses
incurred in connection with distributions of interest and principal to
Certificateholders and the filing of periodic reports with the Securities
and Exchange Commission or (v) the appointment of a successor Advancing
Party by the Trustee.
"Payment Default": A default by an Underlying Securities
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Issuer in the payment of any amount due on the applicable Underlying
Securities after the same becomes due and payable (and the expiration of any
applicable grace period on such Underlying Securities).
"Place of Distribution": New York, New York.
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"Rating Agency": Standard & Poor's Ratings Services
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("S&P"), and any successor to the foregoing. References to "the Rating
Agency" in the Agreement shall be deemed to be such credit rating agency.
"Rating Downgrade Event" means the rating of an Underlying
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Security is rated "D" by the Rating Agency.
"Record Date": With respect to any Distribution Date, the
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day immediately preceding such Distribution Date.
"Removal Event": means with respect to any Underlying
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Security, the occurrence of a (i) Rating Downgrade Event, (ii) Reporting
Event or (iii) Credit Event with respect to such Underlying Security or its
Underlying Securities Issuer.
"Removal Event Distribution Date": The date on which
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distributions are made pursuant to Section 10(d).
"Reporting Event": A Reporting Event shall have occurred if
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with respect to any Underlying Security if periodic reports required to be
filed by an the Underlying Securities Issuer of such Underlying Security
under the United States Securities Exchange Act of 1934, as amended, are no
longer being filed and the Trustor determines that, in consultation with the
Securities and Exchange Commission, that under applicable securities laws,
rules or regulations the Trust must liquidate such Underlying Securities.
"Sale Instructions": has the meaning set forth in Section
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10(c).
"Scheduled Interest Distribution": With respect to any
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Scheduled Interest Distribution Date, the amount of interest due to the
Trustee as the holder of the related Underlying Security on such Scheduled
Interest Distribution Date.
"Scheduled Interest Distribution Date": means March 1,
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2028, November 1, 2029, March 1, 2031, November 1, 2031 and February 22,
2033.
5
"Scheduled Principal Distribution": With respect to any
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Scheduled Principal Distribution Date, the amount of principal due to the
Trustee as the holder of the related Underlying Security or the amount due
to the Trustee as the holder of the Treasury Securities on such Scheduled
Principal Distribution Date.
"Scheduled Principal Distribution Date": means the
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maturity date of an Underlying Security and May 15, 2030.
"Second Auction Period": With respect to the sale of an
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Underlying Security pursuant to Section 10(c), a period of seven consecutive
Business Days, commencing 30 days after the end of the First Auction Period
with respect to such Underlying Security (or if such day is not a Business
Day, then the next succeeding Business Day).
"Specified Currency": United States Dollars.
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"Stated Amount": The face amount of the Certificates.
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"Third Auction Period": With respect to the sale of an
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Underlying Security pursuant to Section 10(c), a period of seven consecutive
Business Days, commencing 30 days after the end of the Second Auction Period
with respect to such Underlying Security (or if such day is not a Business
Day, then the next succeeding Business Day).
"Treasury Securities": United States Department of the
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Treasury STRIPS due May 15, 2030, CUSIP No. 912803 CH4, having a maturity
amount of $4,750,000.
"Trust": Select Notes Trust LT 2003-2.
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"Trust Termination Event": The reduction of the
-----------------------
Certificate Principal Balance to zero in connection with the later of (x)
the distribution of the proceeds received upon a sale, redemption or
maturity of the last remaining Underlying Security in the Trust (after
deducting any costs incurred un connection therewith) and (y) the
distribution of the proceeds received upon maturity of the Treasury
Securities.
"Underlying Securities": The securities described on
---------------------
Exhibit A hereto.
"Underlying Securities Issuer": An issuer of an Underlying
----------------------------
Security.
"Underlying Securities Payment Date": With respect to an
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Underlying Security, a Scheduled Principal Distribution Date and the payment
dates for such Underlying Security as set forth in Exhibit A.
"Underlying Securities Redemption Distribution Date": The
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date on which the Trustee receives payment for either a redemption of an
Underlying Security in accordance with its terms or a sale of securities
pursuant to Section 10(c); provided, however, if the Trustee receives such
payment after 10:00 A.M. (New York City time) on such date, the Underlying
Securities Redemption Distribution Date shall be on the next Business Day.
"Underlying Securities Trustee": The trustee for an
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Underlying Security.
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"Voting Rights": The Certificateholders shall have 100% of
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the total Voting Rights with respect to the Trust, which Voting Rights shall
be allocated among all Holders of the Certificates in proportion to the
Stated Amount of their respective Certificates.
Section 2. Creation and Declaration of Trust; Sale of
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Underlying Securities; Acceptance by Trustee; Security Interest; Calculation
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Agent. (a) The Trust, of which the Trustee is the trustee, is hereby created
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under the laws of the State of New York for the benefit of the holders of
the Certificates. The Trust shall be irrevocable.
(b) The Trustor hereby directs the Trustee to purchase
from JPMSI, on behalf and for the benefit of the Trust, the Underlying
Securities and Treasury Securities at a purchase price of $33,641,819.25 in
cash. The Trustee shall pay the full purchase price for the Underlying
Securities and Treasury Securities by delivering to JPMSI (i) $33,147,969.25
on the Closing Date and (ii) the amounts in cash set forth on Schedule 1
hereto on the applicable dates set forth in Schedule 1 hereto, which
represent the accrued and unpaid interest of the Underlying Securities on
the Closing Date. The amounts to be paid to JPMSI set forth in clause (ii)
above, shall be paid from the Fixed Payments to be received by the Trustee
on the dates set forth in Schedule 1 hereto. In the event that any such
Fixed Payment is not received by the Trustee on such date or is otherwise
insufficient to pay such amount of accrued and unpaid interest to JPMSI,
JPMSI shall have a claim for the unpaid portion of such amount and shall
share pari passu with Certificateholders to the extent of such claim in the
proceeds from the sale or recovery of the Underlying Securities. The Trustor
further directs the Trustee to enter into the Advancing Agreement, grant the
security interest provided for therein and perform all of its obligations
thereunder, which shall include the filing of a UCC-1 Financing Statement,
substantially in the form of Exhibit E hereto.
(c) The Trustee hereby (i) acknowledges the Trustor's
instruction to make such purchase and delivery, pursuant to subsection (b)
above, and receipt by it of the Underlying Securities, (ii) accepts the
trusts created hereunder in accordance with the provisions hereof and of the
Base Trust Agreement but subject to the Trustee's obligation, as and when
the same may arise, to make any payment or other distribution of the assets
of the Trust as may be required pursuant to this Series Supplement, the Base
Trust Agreement and the Certificates, (iii) acknowledges the Trustor's
instruction to enter into the Advancing Agreement, grant the security
interest therein and perform its obligations thereunder, including the
filing of a UCC-1 Financing Statement, substantially in the form of Exhibit
E hereto, (iv) agrees to perform the duties herein or therein required and
any failure to receive reimbursement of expenses and disbursements under
Section 13 hereof shall not release the Trustee from its duties herein or
therein.
(d) The Trustor and the Trustee hereby acknowledge that a
first priority security interest in the Underlying Securities and Treasury
Securities has been granted to the Advancing Party pursuant to the Advancing
Agreement.
(e) ▇.▇. ▇▇▇▇▇▇ Securities Inc. is hereby appointed as
Calculation Agent. The Calculation Agent shall be responsible for the
recalculation of the Pass-Through Rate and the Certificate Principal Balance
upon notification from the Trustee that a Pass-Through Rate Adjustment Event
has occurred. The Calculation Agent shall notify the Trustee in writing of
the amount of any recalculated Certificate Principal Balance and
Pass-Through Rate on the later of two Business prior to Interest
Distribution Date and the date on which the Calculation Agent
7
receives notice of the Pass-Through Rate Adjustment Event.
Section 3. Designation. There is hereby created a Series of
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trust certificates to be issued pursuant to the Base Trust Agreement and
this Series Supplement to be known as the "Select Notes Trust, Long Term
Certificates Series 2003-2." The Certificates shall be issued in one class,
in the amount set forth in Section 5 and with the additional terms set forth
in Exhibit B to this Series Supplement. The Certificates shall be issued in
substantially the form set forth in Exhibit C to this Series Supplement with
such necessary or appropriate changes as shall be approved by the Trustor
and the Trustee, such approval to be manifested by the execution and
authentication thereof by the Trustee. The Certificates shall evidence
undivided ownership interests in the assets of the Trust, subject to the
liabilities of the Trust and shall be payable solely from payments or
property received by the Trustee on or in respect of the Underlying
Securities.
Section 4. Date of the Certificates. The Certificates that
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are authenticated and delivered by the Trustee to or upon Trustor 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.
Section 5. Stated Amount and Denominations; Additional
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Underlying Securities and Treasury Securities. On the Closing Date, up to
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34,750 Certificates with an aggregate Stated Amount of $34,750,000 may be
authenticated and delivered under the Base Trust Agreement and this Series
Supplement. The aggregate Stated Amount of the Certificates shall initially
equal 100% of the initial aggregate principal amount of Underlying
Securities and maturity amount of the Treasury Securities sold to the
Trustee and deposited in the Trust. Such Stated Amount shall be calculated
without regard to Certificates authenticated and delivered upon registration
of, transfer of, or in exchange for, or in lieu of, other Certificates
pursuant to Sections 5.3, 5.4 or 5.5 of the Base Trust Agreement. The
Trustor may direct the Trustee to purchase additional Underlying Securities
and Treasury Securities on any date hereafter upon at least five (5)
Business Days notice to the Trustee, the prior written consent of the
Advancing Party and upon (i) satisfaction of the Rating Agency Condition and
(ii) delivery of an Opinion of Counsel to the effect that the purchase of
any such additional Underlying Securities will not materially increase the
likelihood that the Trust would fail to qualify as a grantor trust under the
Code. Upon such purchase by the Trustee, the Trustee shall deposit such
additional Underlying Securities and Treasury Securities in the Certificate
Account, and shall authenticate and deliver the Certificates at the
instruction of the Trustor in a Stated Amount equal to 100% of the principal
amount of such additional Underlying Securities and maturity amount of the
Treasury Securities. Any such additional Certificates authenticated and
delivered shall rank pari passu with any Certificates previously issued in
accordance with this Series Supplement.
Section 6. Currency of the Certificates. All distributions
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on the Certificates will be made in the Specified Currency.
Section 7. Form of Securities. The Trustee shall execute
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and deliver the Certificates in the form of one or more global certificates
registered in the name of the Depositary or its nominee.
8
Section 8. Distribution Account. The Trustee shall on or
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prior to the Closing Date establish a segregated trust account which shall
be designated the "Distribution Account" for the benefit of the
Certificateholders. All Fixed Payments and Advances received from the
Advancing Party pursuant to the Advancing Agreement shall be deposited into
the Distribution Account upon receipt by the Trustee and distribution in
accordance with Section 10 hereof. Amounts on deposit in the Distribution
Account shall not be invested.
Section 9. Certain Provisions of Base Trust Agreement Not
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Applicable; Amendment in Section 10.1.(b) of Base Trust Agreement (a) The
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provisions of Sections 2.3, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10, 3.11, 3.12,
3.16, 4.2, 5.16, 6.1(c) through (e), and 6.6 of the Base Trust Agreement and
any other provision of the Base Trust Agreement, 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. In addition, there is no "Administrative Agent" specified
herein, and all references to "Administrative Agent" in the Base Trust
Agreement, therefore, shall be inapplicable with respect to the
Certificates.
(b) The second sentence in Section 10.1 (b) of the Base
Trust Agreement is hereby deleted and replaced with the following sentence:
"Notwithstanding any other provision of this Agreement, for
purposes of the giving or withholding of consents pursuant to this
Section 10.1, Certificates registered in the name of any Affiliate
of the Trustor shall be entitled to Voting Rights with respect to
matters affecting such Certificates; and provided further that in
the event the Rating Agency Condition is not satisfied with
respect to such modification or amendment, the Required
Percentage--Amendment shall be increased to require an aggregate
percentage of the aggregate Voting Rights in the amount specified,
if any, in the applicable Series Supplement."
Section 10. Distributions.
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(a) On each Interest Distribution Date, amounts on deposit
in the Distribution Account shall be distributed in the following order of
priority:
(i) with respect to Interest Distribution Dates
occurring in March, June, September and December, to the Advancing
Party, an amount equal to 25% of the Annualized Interest, plus any
unpaid fees of the Advancing Party payable on prior Interest
Distribution Dates; except that for the June 2003 Interest
Distribution Date, the amount distributed to the Advancing Party
will be equal to 0.22500 multiplied by the Annualized Interest;
(ii) to the Advancing Party, any amount to be repaid
to the Advancing Party on such Interest Payment Date pursuant to
Schedule 2 to the Advancing Agreement;
(iii) to the Certificateholders, pro rata, an amount
equal to the Monthly Interest Distribution Amount (less any
non-reoccurring expenses incurred by the Trust prior to such
Interest Distribution Date, but after the prior Interest
Distribution date, but only to the extent that such expenses when
added to all prior non-reoccurring expenses
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incurred by the Trust during the calendar year exceed $25,000)
payable on such Interest Distribution Date to the extent received
by the Trustee from Fixed Payments and advances made by the
Advancing Party pursuant to the Advancing Agreement and remaining
after application of clauses (i) and (ii) above; and
(iv) any remainder shall remain on deposit in the
Distribution Account for distribution by the Trustee on subsequent
Interest Distribution Dates.
If any payment with respect to an Underlying Security is
made to the Trustee after the Underlying Securities Payment Date and as a
result there is a shortfall in the payment of any amount required by this
Section 10(a), the Trustee shall distribute such amount received to the
extent of such shortfall on the Business Day following such receipt.
(b) On each Scheduled Interest Distribution Date the
Trustee shall distribute to the Certificateholders the Scheduled Interest
Distribution, to the extent received by the Trust from interest payments on
the applicable Underlying Security (less any amounts owed to the Advancing
Party in respect of such Underlying Security); provided, however, if any
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such payment with respect to an Underlying Securities is made to the Trustee
after the applicable Underlying Securities Payment Date, the Trustee shall
distribute such amount received on the Business Day following such receipt;
and provided, further, that on the last Scheduled Interest Distribution Date
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the amounts owed to the Advancing Party shall include in addition to any
outstanding Advances an amount equal to 0.102778 multiplied by the
Annualized Interest.
(c) On each Scheduled Principal Distribution Date the
Trustee shall distribute to the Certificateholders the Scheduled Principal
Distribution, to the extent received by the Trust from principal payments on
the applicable Underlying Security or amounts paid on the Treasury
Securities, in reduction of the Certificate Principal Balance; provided,
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however, if any such payment with respect to an Underlying Securities is
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made to the Trustee after the Underlying Securities Payment Date, the
Trustee shall distribute such amount received on the Business Day following
such receipt.
(d) If a Removal Event occurs, then the Trustee, within
two Business Days following the receipt of written notice from the
applicable Underlying Security indenture trustee or the Trustor or its
actual knowledge of such Removal Event, will deliver to the holders of the
Certificates, the Rating Agency and the Trustor notice of such Removal Event
and deliver written instructions ("Sale Instructions") to JPMSI to sell the
applicable Underlying Security on behalf of the Trust (unless the Advancing
Party has the right to take possession of such Underlying Security as set
forth in Section 7 of the Advancing Agreement). Upon receipt of Sale
Instructions, JPMSI shall use its reasonable efforts to sell the applicable
Underlying Securities and deliver the proceeds received in connection with
such sale to the Trustee for distribution to Certificateholders (less any
amounts owed to the Advancing Party in respect of such Underlying Security).
(e) In connection with the sale of any Underlying
Securities required by Section 10(c), JPMSI will use its reasonable efforts
to sell such Underlying Securities to the highest of not less than three
solicited bidders (which bidders may include JPMSI, one of its affiliates or
any of the Underwriters), provided, however, that none of JPMSI, any of its
affiliates or any of
10
the Underwriters is obligated to bid for those Underlying Securities; and
provided, further, that JPMSI will use its reasonable efforts to solicit at
least three bids from financial institutions with invested assets or assets
under management of at least $50 million that are not affiliates of JPMSI).
If JPMSI receives less than three bids for all or less than all of such
Underlying Securities prior to the close of business on the seventh Business
Day following its receipt of the applicable Sale Instructions, the
Calculation Agent will sell the Underlying Securities for which bids have
been received to the highest bidder of the bids received. In the sole
judgment of the Calculation Agent, bids may be evaluated on the basis of
bids for all or a portion of the Underlying Securities to be sold or any
other basis selected in good faith by the Calculation Agent. The proceeds of
such sale will be distributed by the Trustee on the date of receipt;
provided, however, if the Trustee receives such payment after 10:00 A.M.
(New York City time) on such date, the Underlying Securities Redemption
Distribution Date shall be on the next Business Day, in the following order
of priority: (i) to the Advancing Party, the amount owed to the Advancing
Party from the proceeds of such sale pursuant to Section 7 of the Advancing
Agreement and (ii) to the Certificateholders, pro rata, in accordance with
each Certificateholder's their Certificate Principal Balance. Any payments
made on any Underlying Security with respect to which a Removal Event has
occurred but prior to its sale pursuant to Section 10(d) or Sections 10 (d)
and 10(e) by the applicable Underlying Issuer shall be distributed in the
priority set forth in the previous sentence.
(f) If bids for less than all of the applicable Underlying
Securities or no bids for the applicable Underlying Securities have been
received by the Calculation Agent pursuant to the process described in
Section 10(d) on or prior to the seventh Business Day following the
Calculation Agent's receipt of the applicable Sale Instructions bids for
such Underlying Securities will no longer be solicited until the beginning
of the Second Auction Period. During the Second Auction Period for any
Underlying Securities, such Underlying Securities will be sold and the
proceeds distributed pursuant to the process described in Section 10(d). If
bids are not received for all of the applicable Underlying Securities by the
end of the Second Auction Period, bids for such Underlying Securities will
no longer be solicited until the beginning of the Third Auction Period.
During the Third Auction Period for any Underlying Securities, such
Underlying Securities will be sold and the proceeds distributed pursuant to
the process described in Section 10(d). If bids are not received for all of
the applicable Underlying Securities by the end of the Third Auction Period
and Advances with respect to such Underlying Securities remain outstanding
(after any distributions to the Advancing Agent from the proceeds of any
sale of such Underlying Securities resulting from bids received during the
Third Auction Period), then the Underlying Securities will be deemed to have
no value and will be transferred to the Advancing Party. If bids are not
received for all of the applicable Underlying Securities by the end of the
Third Auction Period and no Advances with respect to such Underlying
Securities remain outstanding (after any distributions to the Advancing
Agent from the proceeds of any sale of such Underlying Securities resulting
from bids received during the Third Auction Period), then such Underlying
Securities will remain in the Trust.
(g) Distributions to the Certificateholders on each
Distribution Date will be made to the Certificateholders of record on the
Record Date with respect to such Distribution Date.
11
(h) All distributions to Certificateholders on a
Distribution Date shall be allocated pro rata among the Certificates based
on their respective Certificate Principal Balances as of the beginning of
the related Record Date.
(i) Notwithstanding any provision of the Agreement to the
contrary, to the extent funds are available, the Trustee will initiate
payment in immediately available funds by 10:00 A.M. (New York City time) on
each Distribution Date of all amounts payable to each Certificateholder with
respect to any Certificate held by such Certificateholder or its nominee
(without the necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the address as each
Certificateholder may from time to time direct the Trustee in writing
fifteen (15) 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 fifteen (15) days prior to a
Distribution Date.
(j) Upon receipt by the Trustee of a notice that all or a
portion of an Underlying Security is to be redeemed, the Trustee shall
deliver notice of such redemption to the registered Certificateholders not
less than fifteen (15) days prior to the Underlying Securities Redemption
Distribution Date by mail to each registered Certificateholder at such
registered Certificateholder's last address on the register maintained by
the Trustee; provided, however, that the Trustee shall not be required to
-------- -------
give any notice of redemption prior to the third Business Day after the date
it receives notice of such redemption. The proceeds of any redemption of
Underlying Securities will be allocated and distributed by the Trustee on
the Underlying Securities Redemption Date in the following order of
priority: first (i) to the Advancing Party, the amount of any outstanding
advances made by the Advancing party to the Trust against any accrued and
unpaid interest with respect to such redeemed Underlying Securities, in each
case as determined by Schedule 1 to the Advancing Agreement and then (ii) to
the Certificateholders pro rata, in accordance with their respective
Certificate Principal Balances. The Certificate Principal Balance of the
Certificates will be reduced in amount equal to the reduction in the
principal amount of the Underlying Securities caused by a redemption.
(k) 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. Notwithstanding anything in the Agreement to the
contrary, to the extent there remains on deposit monies or property in the
Trust after all the accrued and unpaid Monthly Interest Distribution Amounts
and the Certificate Principal Balance of the Certificates has been reduced
to zero, such remaining monies or property shall be distributed to the
Certificateholders on a pro rata basis based on the respective Certificate
Principal Balances held on the date the final Monthly Interest Distribution
Amount was made on the Certificates. 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.
(l) If on any Interest Distribution Date, the Advancing
Party makes an advance to the Trust pursuant to the Advancing Agreement, the
Trustee shall immediately deposit such
12
amount in the Distribution Account for distribution in accordance with
Section 10(a) on such Interest Distribution Date.
(m) If the Advancing Party Credit Event occurs, the
Trustee will use reasonable efforts to obtain a successor advancing party,
which may be any of the following Bank of New York, Bank One, SunTrust Bank
and Wachovia Trust Company, N. A. The Trustee will enter into an advancing
agreement with terms similar to the Advancing Agreement, except that the
successor advancing party will also be the successor to JPMSI, as
calculation agent under the Advancing Agreement and the successor party will
be paid annual interest of $60,000. Notwithstanding Section 10(a), if the
Trustee cannot appoint a successor advancing agent within 15 Business Days,
distributions of interest will be paid to Certificateholders in the amounts
and on the dates received by the Trustee.
(n) On each Interest Distribution Date the Trustee shall
Deliver to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., L.P. the Monthly Trustee's Tax Reporting
Statement, in the form of Exhibit D.
Section 11. Termination of Trust. (a) The Trust shall
---------- --------------------
terminate upon the occurrence of any Trust Termination Event.
(b) Except for any reports and other information required
to be provided to Certificateholders hereunder and under the Base Trust
Agreement and except as otherwise specified herein and therein, the
obligations of the Trustee will terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them and the
disposition of all Underlying Securities held by the Trustee. The Trust
shall thereupon terminate, except for surviving rights of indemnity.
Section 12. Limitation of Powers and Duties. (a) The
---------- -------------------------------
Trustee shall administer the Trust and the Underlying Securities solely as
specified herein and in the Base Trust Agreement.
(b) The Trust is constituted solely for the purpose of
acquiring and holding the Underlying Securities. The Trustee is not
authorized to acquire any other investments or engage in any activities not
authorized herein and, in particular, unless expressly provided in the
Agreement, the Trustee is not authorized (i) to sell, assign, transfer,
exchange, pledge, set-off or otherwise dispose of any of the Underlying
Securities, once acquired, or interests therein, including to
Certificateholders, (ii) to merge or consolidate the Trust with any other
entity, or (iii) 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. In addition, the Trustee has no power to
create, assume or incur indebtedness or other liabilities in the name of the
Trust other than as contemplated herein and in the Base Trust Agreement.
(c) The parties acknowledge that the Trustee, as the
holder of the Underlying Securities, has the right to vote and give consents
and waivers in respect of such Underlying Securities as permitted by the
Depositary and except as otherwise limited by the Base Trust Agreement or
this Series Supplement. In the event that the Trustee receives a request
from the Depositary or an Underlying Securities Issuer for the Trustee's
consent to any amendment, modification or waiver of the applicable
Underlying Securities, or any document thereunder or
13
relating to such Underlying Securities, or receives any other solicitation
for any action with respect to any Underlying Securities, the Trustee shall
mail within two (2) Business Days 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 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 relative 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,
-------- -------
notwithstanding anything to the contrary in the Base Trust Agreement or this
Series Supplement, the Trustee shall at no time vote or consent to any
matter which would alter the timing or amount of any then scheduled payment
on the Underlying Securities, including, without limitation, any demand to
accelerate the Underlying Securities, or which would result in the exchange
or substitution of any of the outstanding Underlying Securities whether or
not pursuant to a plan for the refunding or refinancing of such Underlying
Securities, except with the consent of the Certificateholders representing
100% of the aggregate Voting Rights of the Certificates and subject to the
requirement that such vote or consent would not, based on an opinion of
counsel, materially increase the risk that the Trust would fail to qualify
as a grantor trust for federal income tax purposes. The Trustee shall have
no liability for any failure to act 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, the Trustee may require from the Certificateholders prior to
taking any action at the direction of the Certificateholders, an indemnity
agreement of a Certificateholder or any of its Affiliates to provide for
security or indemnity against the costs, expenses and liabilities the
Trustee may incur by reason of any such action. An unsecured indemnity
agreement, if acceptable to the Trustee, shall be deemed to be 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 13. Payment of Additional Expenses of Trustee. The
---------- -----------------------------------------
Trustee shall be entitled to receive from the Trustor reimbursement for all
(a) reasonable expenses, disbursements and advances incurred or made by it
(including the reasonable compensation, disbursements and expenses of its
counsel and other persons not regularly in its employ) and (b) up to $25,000
of non reoccurring extraordinary expenses incurred by the Trustee on behalf
of the Trust in any one calendar year and any excess shall be reimbursed to
the Trustee from amounts on deposit in the Distribution Account. The Trustor
shall indemnify and hold harmless the Trustee and its successors, assigns,
agents and servants against any and all loss, liability or reasonable
expense (including attorneys' fees) incurred by it in connection with or as
a result of the execution of the Agreement or any related document
(including, but not limited to, the Advancing Agreement), the administration
of this trust or the performance of its duties thereunder. The Trustee shall
notify the Trustor promptly of any claim for which they may seek indemnity.
Failure by the Trustee to so notify the Trustor shall not relieve the
Trustor of its obligations hereunder. The Trustor need not reimburse any
expense or indemnify against any loss, liability or expense
14
incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith. The indemnities contained in this Section 13 shall
survive the resignation or termination of the Trustee or the termination of
this Agreement.
Failure by the Trustor 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 either 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 each of the Trustee in its individual capacity, and the
Trustee shall have no recourse against the Trust with respect thereto.
Section 14. Modification or Amendment. The Trustee shall
---------- -------------------------
not enter into any modification or amendment of the Base Trust Agreement or
this Series Supplement unless such modification or amendment is in
accordance with Section 10.1 of the Base Trust Agreement. Pursuant to
Section 5 of this Series Supplement, the Trustor may sell to the Trustee
additional Underlying Securities from time to time without violation or
trigger of this Section 14.
Section 15. Accounting. Notwithstanding Section 3.16 of
---------- ----------
the Base Trust Agreement, no such accounting reports shall be required.
Section 16. No Investment of Amounts Received on
---------- ------------------------------------
Underlying Securities. All amounts received on or with respect to the
---------------------
Underlying Securities shall be held uninvested by the Trustee.
Section 17. No Event of Default. There shall be no Events
---------- -------------------
of Default defined with respect to the Certificates.
Section 18. Notices. (a) All directions, demands and
---------- -------
notices hereunder and under the Base Trust 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 Trustor, to
Structured Obligations Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or such other address as may hereafter
be furnished to the Trustee in writing by the Trustor, (ii) in the case of
the Trustee, to U.S. Bank National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust, facsimile number (212)
809-5459, or such other address as may hereafter be furnished to the Trustor
in writing by the Trustee and (iii) in the case of the Calculation Agent, to
▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or such other address as may be furnished to
the Trustee in writing by the Calculation Agent.
(b) For purposes of delivering notices to the Rating
Agency under Section 10.07 of the Base Trust Agreement, Notice to Rating
----------------
Agency, or otherwise, such notices shall be mailed or delivered as provided
------
in such Section 10.07, Notice to Rating Agency, to: Standard & Poor's
-----------------------
Ratings Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; or such other
address as the Rating Agency may designate in writing to the parties hereto.
15
(c) In the event a Payment Default or an Acceleration
occurs, the Trustee shall promptly give notice to the Depositary or, for any
Certificates which are not then held by the Depositary or any other trust,
directly to the registered holders of the Certificates thereof. Such notice
shall set forth (i) the identity of the issue of Underlying Securities, (ii)
the date and nature of such Payment Default or Acceleration, (iii) the
amount of the interest or principal in default relating to the Underlying
Securities, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.
(d) 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 Trustor to the Certificateholders
without charge to such Certificateholders.
Section 19. Access to Certain Documentation. Access to
---------- -------------------------------
documentation regarding the Underlying Securities will be afforded without
charge to any Certificateholder so requesting pursuant to Section 3.17 of
the Base Trust Agreement. Additionally, the Trustee shall provide at the
request of any Certificateholder without charge to such Certificateholder
the name and address of each Certificateholder 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 20. 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 4.3 of the Base Trust
Agreement, except the Advancing Party as provided in the Advancing
Agreement.
Section 21. Ratification of Agreement. With respect to the
---------- -------------------------
Series issued hereby, the Base Trust Agreement, as supplemented by this
Series Supplement, is in all respects ratified and confirmed, and the Base
Trust Agreement as so supplemented by this Series Supplement shall be read,
taken and construed as one and the same instrument. To the extent there is
any inconsistency between the terms of the Base Trust Agreement and this
Series Supplement, the terms of this Series Supplement shall govern.
Section 22. 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 23. 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 24. Certificate of Compliance. The Trustor shall
---------- -------------------------
deliver to the Trustee on or prior to March 15 of each year prior to a Trust
Termination Event the Officer's Certificate as to compliance as required by
Section 6.1(b) of the Base Trust Agreement.
16
IN WITNESS WHEREOF, the parties hereto have caused this
Series Supplement to be executed by their respective duly authorized
officers as of the date first above written.
STRUCTURED OBLIGATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Authorized Signatory
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
EXHIBIT A
IDENTIFICATION OF THE UNDERLYING SECURITIES AS OF CLOSING DATE
UNDERLYING ISSUER: Carnival Corporation
Underlying Securities: $3,000,000 6.65% Debentures due January 15, 2028
Amount Originally Issued: $200,000,000
Interest Rate: 6.65%
Scheduled Payment Dates: January 15 and July 15
Scheduled Maturity: January 15, 2028
Denominations: $1,000 and integral multiples thereof.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The Carnival Securities Prospectus Supplement dated
January 6, 1998 to the accompanying Carnival Securities
Prospectus dated January 6, 1998.
Registration Statement: 33-50947
Standard & Poor's Rating: A-
UNDERLYING ISSUER: Comcast Holdings, LLC, formerly TCI Communications, Inc.
Underlying Securities: $3,000,000 7.125% Senior Notes Due February 15, 2028
Amount Originally Issued: $300,000,000
Interest Rate: 7.125%
Scheduled Payment Dates: February 15 and August 15
Scheduled Maturity: February 15, 2028
Denominations: $1,000 and integral multiples thereof.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The Comcast Prospectus Supplement dated February 19,
1998 to the accompanying Comcast Securities
Prospectus dated February 19, 1998.
Registration Statement: 333-44745
Standard & Poor's Rating: BBB
UNDERLYING ISSUER: Merck & Co., Inc.
Underlying Securities: $3,000,000 6.40% Debentures due 2028
Amount Originally Issued: $500,000,000
Interest Rate: 6.40%
Scheduled Payment Dates: March 1 and September 1
Scheduled Maturity: March 1, 2028
Denominations: $1,000 and integral multiples thereof.
Currency of Denomination: U.S. dollars
2
Form: Book-Entry
CUSIP: 589331 AD9
Underlying Securities Prospectus: The Merck Securities Prospectus Supplement dated February
25, 1998 to the accompanying Merck Securities Prospectus
dated October 3, 1997.
Registration Statement: 333-36383
Standard & Poor's Rating: AAA
UNDERLYING ISSUER: The Dow Chemical Company
Underlying Securities: $3,000,000 7.375% Debentures due November 1, 2029
Amount Originally Issued: $1,000,000,000
Interest Rate: 7.375%
Scheduled Payment Dates: May 1 and November 1
Scheduled Maturity: November 1, 2029
Denominations: $1,000 and integral multiples thereof
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The Dow Chemical Securities Prospectus Supplement dated
November 4, 1999 to the accompanying Dow Chemical
Securities Prospectus dated October 19, 1999
Registration Statement: 333-88617
Standard & Poor's Rating: A-
3
UNDERLYING ISSUER: Hartford Life, Inc.
Underlying Securities: $3,000,000 7.375% Senior Notes due March 1, 2031
Amount Originally Issued: $400,000,000
Interest Rate: 7.375%
Scheduled Payment Dates: March 1 and September 1
Scheduled Maturity: March 1, 2031
Denominations: $1,000 and integral multiples thereof
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The Hartford Life Securities Prospectus Supplement dated
February 22, 2001 to the accompanying Hartford Life
Securities Prospectus dated June 24, 1998.
Registration Statement: 333-56283
Standard & Poor's Rating: A-
UNDERLYING ISSUER: General Motors Acceptance Corporation
Underlying Securities: $3,000,000 8.0% Notes due November 1, 2031
Amount Originally Issued: $4,000,000,000
4
Interest Rate: 8.0%
Scheduled Payment Dates: May 1 and November 1
Scheduled Maturity: November 1, 2031
Denominations: $1,000 and integral multiples thereof
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The GMAC Securities Prospectus Supplement dated October
26, 2001 to the accompanying GMAC Securities Prospectus
dated April 20, 2001.
Registration Statement: 333-58446
Standard & Poor's Rating: BBB
UNDERLYING ISSUER: The May Department Stores Company
Underlying Securities: $3,000,000 6.90% Debentures Due 2032
Amount Originally Issued: $250,000,000
Interest Rate: 6.90%
Scheduled Payment Dates: January 15 and July 15
Scheduled Maturity: January 15, 2032
Denominations: $1,000 and integral multiples thereof.
Currency of Denomination: U.S. dollars
Form: Book-Entry
5
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The May Department Stores Securities Prospectus Supplement
dated January 8, 2002 to the accompanying Underlying
Securities Prospectus dated August 17, 2000.
Registration Statement: 333-42940
Standard & Poor's Rating: A
UNDERLYING ISSUER: General Electric Capital Corporation
Underlying Securities: $3,000,000 6.75% Global Medium-Term Notes, Series A due
March 15, 2032
Amount Originally Issued: $5,000,000,000
Interest Rate: 6.75%
Scheduled Payment Dates: March 15 and September 15
Scheduled Maturity: March 15, 2032
Denominations: $1,000 and integral multiples thereof
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The GECC Securities Pricing Supplement dated March
13, 2002 to Prospectus Supplement dated September 5,
2001 to the accompanying Prospectus dated August 31,
2001.
Registration Statement: 333-66560
Standard & Poor's Rating: AAA
6
UNDERLYING ISSUER: Duke Energy Corporation
Underlying Securities: $3,000,000 6.45% Senior Notes due 2032
Amount Originally Issued: $350,000,000
Interest Rate: 6.45%
Scheduled Payment Dates: April 15 and October 15
Scheduled Maturity: October 15, 2032
Denominations: $1,000 and integral multiples thereof
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 264399 ED4
Underlying Securities Prospectus: The Duke Energy Securities Prospectus Supplement dated
December 1, 1998 to the accompanying Duke Energy
Securities Prospectus dated September 3, 1998.
Registration Statement: 333-14209
Standard & Poor's Rating: A
UNDERLYING ISSUER: Citigroup Inc.
Underlying Securities: $3,000,000 5.875% Subordinated Notes due 2033
Amount Originally Issued: $1,000,000,000
Interest Rate: 5.875%
7
Scheduled Payment Dates: February 22 and August 22
Scheduled Maturity: February 22, 2033
Denominations: $1,000 and integral multiples thereof.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: ▇▇▇▇▇▇▇▇▇
Underlying Securities Prospectus: The Citigroup Securities Prospectus Supplement dated
February 11, 2003 to the accompanying Citigroup Securities
Prospectus dated January 29, 2003.
Registration Statement: 333-102206
Standard & Poor's Rating: A+
8
EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Maximum Number of Select Notes Trust, Up to 34,750
Series Long Term Certificates 2003-2
Aggregate Principal Amount $34,750,000
of Select Notes Trust, Series Long
Term Certificates 2003-2:
Authorized Denomination: $1,000 and integral multiples thereof
Rating Agency: Standard & Poor's Ratings Services
Closing Date: April 25, 2003
Distribution Dates: The 15th day of each month, except
if such day is not a Business Day,
then the next Business Day,
commencing June 16, 2003.
Pass-Through Rate: Initially, 5.80%
Maturity Date: February 22, 2033
Record Date: With respect to any Distribution
Date, the day immediately preceding
such Distribution Date.
Initial Certificate Registrar: U.S. Bank National Association
Corporate Trust Office: U.S. Bank National Association
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department,
Regarding Select Income Trust,
Series 2003-2
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EXHIBIT C
FORM OF CERTIFICATES
THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
TRUSTOR 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 ("DTC"), 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 IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.
CERTIFICATE NUMBER R-1 [ ] Certificates
CUSIP $[ ] Certificate Principal Amount
SELECT NOTES TRUST,
LONG TERM CERTIFICATES SERIES 2003-2
evidencing an undivided interest in the Trust, as defined below, the assets
of which include primarily the Underlying Securities and the rights of the
Trustee under the Advancing Agreement.
This Certificate does not represent an interest in or obligation of the
Trustor or any of its affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in Select Notes
Trust LT 2003-2 (the "Trust") formed by Structured Obligations Corporation,
as Trustor (the "Trustor").
The Trust was created pursuant to a Base Trust Agreement, dated as
of April 2, 2002 (as amended and supplemented, the "Agreement"), between the
Trustor and U.S. Bank National Association, a national banking association,
not in its individual capacity but solely as Trustee (the "Trustee"), as
supplemented by the Select Notes Trust LT 2003-2 Series Supplement, dated as
of April 25, 2003 (the "Series Supplement" and, together with the Agreement,
the "Trust Agreement"), between the Trustor and the Trustee. This
Certificate does not purport to
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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 "SELECT NOTES TRUST(SM), LONG TERM CERTIFICATES SERIES 2003-2"
(herein called the "Certificate" or "Certificates"). 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 assets of the Trust include the Underlying Securities and Treasury
Securities and all proceeds of the Underlying Securities and Trust
Securities. Additional Underlying Securities and Treasury Securities may be
sold to the Trustee and additional Certificates may be authenticated and
delivered from time to time as provided in the Trust Agreement, which
additional Certificates shall rank pari passu with all other Certificates
issued in accordance with the Series Supplement.
Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in
whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest
in the interest and principal, if any to be distributed on such Distribution
Date. The distributions in respect of this Certificate are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts as set forth in the
Trust Agreement.
It is the intent of the Trustor and the Certificateholders that the
Trust will be classified as a grantor trust under subpart E, Part I of
subchapter J of the Internal Revenue Code of 1986, as amended. Except as
otherwise required by appropriate taxing authorities, the Trustor and the
Trustee, by executing the Trust Agreement, and each Certificateholder, by
acceptance of a Certificate, agrees to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes
as interests in a grantor trust and the provisions of the Trust Agreement
shall be interpreted to further this intention of the parties.
Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder shall not, prior to the
date which is one year and one day after the termination of the Trust
Agreement, acquiesce, petition or otherwise invoke or cause the Trustor to
invoke the process of any court or governmental authority for the purpose of
commencing or sustaining a case against the Trustor under any federal or
state bankruptcy, insolvency, reorganization or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trustor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trustor.
The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the
Certificates.
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Unless the certificate of authentication hereon shall have been
executed by an authorized officer 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.
A copy of the Trust Agreement is available upon request and all of
its terms and conditions are hereby incorporated by reference and made a
part hereof.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed and authenticated by its manual or facsimile signature.
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee and
Authenticating Agent
By:
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Authorized Signatory
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EXHIBIT D
FORM OF SELECT NOTES TRUST LT 2003-2
MONTHLY TRUSTEE'S TAX REPORTING STATEMENT
1. Amount of interest income received by the Select Notes Trust LT 2003-2
(the "Trust") during the period commencing on the day after the [ ] Interest
Distribution Date to and including the [ ] Interest Distribution Date is $[ ]
(the Certificateholder's pro rata portion of this amount is the amount to
be included on such Certificateholder's Form 1099).
a. Per Certificate held amount of interest income to be included on
Form 1099 for the year ended December 31, [ ] is $[ ] (line 1 divided by
line 7).
2. Total of all interest distributed to Certificateholders during the period
commencing on the day after the [ ] Interest Distribution Date to and
including the [ ] Interest Distribution Date is $[ ].
3. Total amount of advances made to the Trustee on the [ ] Interest
Distribution Date is $[ ].
a. The date and amount of each advance
4. Total amount of advances repaid to the Advancing Party during the period
commencing on the day after the [ ] Interest Distribution Date to and
including the [ ] Interest Distribution Date is $[ ].
a. The date and amount of each repayment of Advances
5. Net [advances][repayments] made during the period commencing on the day
after the [ ] Interest Distribution Date to and including the [ ] Interest
Distribution Date is $[ ] (line 3 minus line 4).
6. Total amount of interest expense paid to Advancing Party on the [ ]
Interest Distribution Date is $[ ] (the Certificateholder's pro rata portion
of this amount should be included in a footnote to such Certificateholder's
Form 1099 indicating that such amount should constitute investment
indebtedness interest, which can be deducted by non corporate taxpayers to
the extent of net investment income)
a. Per Certificate held amount of interest expense to be included
in the footnote to Form 1099 for the year ended December 31, [ ] is
$[ ] (line 6 dived by line 7).
7. Total number of Certificates outstanding is 52,290.
8. Payments made on Underlying Securities and Treasury Securities during the
period commencing on the day after the [ ] Interest Distribution Date to and
including the [ ] Interest Distribution Date.
a. Amount and date of payment of interest on each Underlying
Security
b. Amount and date of payment of principal on each Underlying
Security
c. Amount and date of payment of Treasury Securities
EXHIBIT E
FORM OF UCC-1 FINANCING STATEMENT
On File with the Trustee
SCHEDULE 1
SCHEDULE OF ACCRUED INTEREST
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Bond Interest Payment Date Accrued Amount Payable to
▇.▇. ▇▇▇▇▇▇ Securities Inc.
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The Dow Chemical Company 7.375% Debentures Due November 1, 2029 May 1, 2003 $106,322.92
General Motors Acceptance Corporation 8.0% Notes Due November 1, 2031 May 1, 2003 $115,333.33
Carnival Corporation 6.65% Debentures Due January 15, 2028 July 15, 2003 $54,862.50
The May Department Stores Company 6.90% Debentures Due January 15, 2032 July 15, 2003 $56,925.00
Comcast Holdings, LLC 7.125% Senior Notes Due February 15, 2028 August 15, 2003 $40,968.75
Citigroup Inc. 5.875% Subordinated Notes Due February 22, 2033 August 22, 2003 $31,822.92
Merck & Co., Inc. 6.40% Debentures Due March 1, 2028 September 2, 2003 $28,266.67
Hartford Life, Inc. 7.375% Senior Notes Due March 1, 2031 September 2, 2003 $32,572.92
General Electric Capital Corporation 6.75% Global Medium-Term Notes,
Series A Due March 15, 2032 September 15, 2003 $21,937.50
Duke Energy Corporation 6.45% Senior Notes Due October 15, 2032 October 15, 2003 $4,837.50
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