CorTSSM SUPPLEMENT 1999-3
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CorTSSM Trust For Xerox Capital Trust I
TABLE OF CONTENTS
PAGE
Preliminary Statement........................................................1
Section 1. Certain Defined Terms1............................................1
Section 2. Creation and Declaration of Trust; Grant of
Term Assets;Acceptance by Trustee............................5
Section 3. Designation.......................................................5
Section 4. Date of the Certificates5.........................................5
Section 5. Certificate Principal Balance and Denominations;
Additional Term Assets.......................................5
Section 6. Currency of the Certificates......................................6
Section 7. Form of Securities................................................6
Section 8. Reserved..........................................................6
Section 9. Certain Provisions of Base Trust Agreement
Not Applicable...............................................6
Section 10. Distributions....................................................6
Section 11. Termination of Trust.............................................9
Section 12. Limitation of Powers and Duties..................................9
Section 13. Compensation of Trustee.........................................10
Section 14. Modification or Amendment.......................................11
Section 15. Accounting......................................................11
Section 16. No Investment of Amounts Received on Term Assets................11
Section 17. No Event of Default.............................................11
Section 18. Notices.........................................................11
Section 19. Access to Certain Documentation.................................12
Section 20. Advances........................................................12
Section 21. Ratification of Agreement.......................................12
Section 22. Counterparts....................................................12
Section 23. Governing Law...................................................12
Section 24. Reserved........................................................12
Section 25. Certificate of Certificate of Compliance........................12
Exhibit A --...Identification of the Term Assets as of Closing Date
Exhibit B --...Terms of the Certificates as of Closing Date
Exhibit C --...Form of Certificates
CorTSSM SUPPLEMENT 1999-3 dated as of October 20, 1999 (this "Series
Supplement") between STRUCTURED PRODUCTS CORP., a Delaware
corporation, as depositor (the "Depositor"), and U.S. Bank Trust
National Association, a national banking association, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of May 21, 1999 (as
amended and supplemented pursuant to a Series Supplement, the "Agreement"),
among the Depositor and the Trustee, such parties may at any time and from time
to time enter into a series supplement supplemental to the Agreement for the
purpose of creating a trust. Section 5.13 of the Agreement provides that the
Depositor may at any time and from time to time direct the Trustee to
authenticate and deliver, on behalf of any such trust, a new Series of trust
certificates. Each trust certificate of such new Series of trust certificates
will represent a fractional undivided beneficial interest in such trust. Certain
terms and conditions applicable to each such Series are to be set forth in the
related series supplement to the Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee
shall create and establish a new trust to be known as CorTSSM Trust For Xerox
Capital Trust I, and a new Series of trust certificates to be issued thereby,
which certificates shall be known as the CorTSSM Certificates, and the Depositor
and the Trustee shall herein specify certain terms and conditions in respect
thereof.
The Certificates shall be Fixed Rate Certificates issued in one Class
(the "Certificates").
On behalf of and pursuant to the authorizing resolutions of the Board
of Directors of the Depositor, an authorized officer of the Depositor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Agreement and this Series Supplement in accordance with the
terms of Section 5.13 of the Agreement.
SECTION 1 CERTAIN DEFINED TERMS. (a) All terms used in this Series
Supplement that are defined in the Agreement, either directly or by reference
therein, have the meanings assigned to such terms therein, except to the extent
such terms are defined or modified in this Series Supplement or the context
requires otherwise. The Agreement also contains rules as to usage which shall be
applicable hereto.
(b) Pursuant to Article I of the Agreement, the meaning of certain defined
terms used in the Agreement shall, when applied to the trust certificates of a
particular Series, be as defined in Article I but with such additional
provisions and modifications as are specified in the related series supplement.
With respect to the Certificates, the following definitions shall apply:
"ACCELERATION": The acceleration of the maturity of the Term Assets after
the occurrence of any default on the Term Assets other than a Payment Default.
"ADJUSTED TREASURY RATE": As defined in the governing documents for the
Term Assets.
"AFFILIATE'S EXCHANGE RIGHT": As defined in Section 24 hereof.
"BUSINESS DAY": Any day other than a Saturday, Sunday or a day on which
banking institutions in New York, New York are authorized or obligated by law,
executive order or governmental decree to be closed.
"CERTIFICATEHOLDER" OR "HOLDER": With respect to any Certificate, the
Holder thereof.
"CERTIFICATEHOLDERS" OR "HOLDERS": The Holders of the Certificates.
"CLOSING DATE": October 20, 1999.
"COLLECTION ACCOUNT": With respect to each Series, an account established
and maintained by the Trustee in its corporate trust department in the Trustee's
name on behalf of the related Certificateholders, into which all payments made
on or with respect to the related Term Assets will be deposited.
"COLLECTION PERIOD": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.
"CORPORATE TRUST OFFICE": U.S. Bank Trust National Association, 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust or such
other corporate trust office as the Trustee shall designate in writing to the
Depositor and the Certificateholders.
"DEPOSITARY": The Depository Trust Company.
"DISTRIBUTION DATE": Any Scheduled Distribution Date, the Maturity Date or
any Term Assets Default Distribution Date or
any Term Assets Redemption Distribution Date.
"EXTENSION PERIOD": The period, up to ten (10) consecutive semiannual
interest distribution dates on the Term Assets, but not to extend beyond
February 1, 2027, in which Xerox Corporation, and consequently the Term Assets
Issuer, defers distributions on the Term Assets.
"FIXED PAYMENT": Each equal semiannual installment of interest payable on
the Term Assets on each February 1 and August 1, commencing February 1, 2000
through and including February 1, 2027.
"INTEREST COLLECTIONS": With respect to any Distribution Date, all
payments received by the Trustee, during the Collection Period ending on such
Scheduled Distribution Date, in respect of (i) interest on the Term Assets and
(ii) penalties or other amounts required to be paid because of late payments on
the Term Assets.
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"JUNIOR SUBORDINATED DEBENTURES": Means the 8% Series B Junior Subordinated
Deferrable Interest Debentures due on the Maturity Date issued by Xerox
Corporation which are owned by the Term Assets Issuer.
"MATURITY DATE": February 1, 2027.
"PAYMENT DEFAULT": A default by the Term Assets Issuer in the payment of
any amount due on the Term Assets after the same becomes due and payable (and
the expiration of any applicable grace period on the Term Assets).
"PLACE OF DISTRIBUTION": New York, New York.
"RATING AGENCY": Each of Xxxxx'x Investors Service, Inc. ("Moody's"), and
Standard & Poor's Ratings Services ("S&P"), a division of The XxXxxx-Xxxx
Companies, Inc., and any successor to either of the foregoing. References to
"the Rating Agency" in the Agreement shall be deemed to be each such credit
rating agency.
"RECORD DATE": With respect to any Distribution Date,
the day immediately preceding such Distribution Date.
"REQUIRED PERCENTAGE--AMENDMENT": For purposes of this Series
Supplement, greater than 50% of the aggregate Voting Rights of the Certificates.
"REQUIRED PERCENTAGE--DIRECTION OF TRUSTEE": For purposes of this Series
Supplement, 50% of the aggregate Voting Rights of the Certificates.
"REQUIRED PERCENTAGE--REMEDIES": For purposes of this Series Supplement,
50% of the aggregate Voting Rights of the Certificates.
"SCHEDULED DISTRIBUTION DATE": The first day of each February and August
or, if any such day is not a Business Day, then the immediately following
Business Day, commencing February 1, 2000, through and including February 1,
2027; provided, however, that payment on each Scheduled Distribution Date shall
be subject to prior payment of interest or principal, as applicable, on the Term
Assets.
"SPECIFIED CURRENCY": United States Dollars.
"TAX EVENT": Means the receipt by Xerox Corporation and the Term Assets
Issuer of an opinion of counsel experienced in such matters to the effect that,
as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
(b) any amendment to or change in an interpretation or application of such laws
or regulations by any legislative body, court, governmental agency or regulatory
agency (including the enactment of any legislation, the publication of any
judicial decision or regulatory determination or the issuance by the Internal
Revenue Service of a revenue ruling, revenue procedure, notice or announcement
(which notice or announcement is published in the Internal Revenue Bulletin), on
or after January 29, 1997), there is more than an insubstantial risk that (i)
interest payable to the Term Assets Issuer on the Junior Subordinated Debentures
would not
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be deductible by Xerox Corporation for United States federal income tax purposes
or (ii) the Term Assets Issuer will be subject to more than a de minimis amount
of other taxes, duties or other governmental charges.
"TAX EVENT PREPAYMENT PRICE": Means the greater of (i) 100% of the
principal amount of Junior Subordinated Debentures and (ii) an amount,
determined by Xxxxxxx Xxxxx Xxxxxx Inc., equal to the sum of the present value
of the principal amount and premium payable with respect to an optional
redemption of the Junior Subordinated Debentures on February 1, 2007 together
with scheduled payments of interest on the Junior Subordinated Debentures
accruing from the prepayment date to and including February 1, 2007 discounted
to the prepayment date on a semi-annual basis (assuming a 360-day year
consisting of twelve thirty day months) at the Adjusted Treasury Rate plus
0.50%, plus, in each case (i) and (ii), accrued interest thereon to the date of
prepayment.
"TERM ASSETS": As of the Closing Date, $27,000,000 aggregate principal
amount of 8% Series B Capital Securities issued by the Term Assets Issuer, sold
to the Trust by the Depositor and identified on Exhibit A hereto. Additional
Term Assets may also be sold to the Trust from time to time pursuant to Section
5 of this Series Supplement.
"TERM ASSETS DEFAULT DISTRIBUTION DATE": The date on which the Trustee
makes a distribution of the proceeds received in connection with a recovery on
the Term Assets (in the case of Payment Default, after deducting any costs
incurred in connection therewith) following a Payment Default or an Acceleration
or other default with respect to the Term Assets.
"TERM ASSETS ISSUER": Xerox Capital Trust I, the sole asset of which is the
Junior Subordinated Debentures.
"TERM ASSETS PAYMENT DATE": Unless the Extension Period is in effect, the
first day of each February and August, commencing February 1, 2000 and ending on
February 1, 2027; PROVIDED, HOWEVER, that if any Term Assets Payment Date would
otherwise fall on a day that is not a Business Day, such Term Assets Payment
Date will be the following Business Day.
"TERM ASSETS PROSPECTUS": The prospectus of the Term Assets Issuer, dated
May 9, 1997, with respect to the Term Assets.
"TERM ASSETS REDEMPTION DISTRIBUTION DATE": The date on which the Trustee
makes a distribution of the proceeds received upon a redemption of Term Assets
in accordance with their terms.
"TERM ASSETS TRUSTEE": The trustee for the Term Assets.
"TRUST": CorTSSM Trust For Xerox Capital Trust I.
"TRUST TERMINATION EVENT": (a) the payment in full at maturity or upon
early redemption of the Certificates or (b) the distribution of the proceeds
received upon a recovery on the Term Assets (in the case of Payment Default,
after deducting the costs incurred in connection therewith) after a Payment
Default or an Acceleration thereof (or other default with respect to the Term
Assets.
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"VOTING RIGHTS": The Certificateholders shall have 100% of the total Voting
Rights with respect to the Certificates, which Voting Rights shall be allocated
among all Holders of Certificates in proportion to the principal balances held
by such Holders on any date of determination.
SECTION 2 CREATION AND DECLARATION OF TRUST; GRANT OF TERM ASSETS;
ACCEPTANCE BY TRUSTEE. (a) The Trust, of which the Trustee is the trustee, is
hereby created 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 Depositor, concurrently with the execution and delivery
hereof and pursuant to Section 2.1 of the Agreement, has delivered or caused to
be delivered to the Trustee the Term Assets.
(c) The Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee on behalf and for the benefit of the holders of
the Certificates and the Trust, without recourse, the Term Assets. The Trustee
shall pay the purchase price for the Term Assets by delivering to, or at the
direction of, the Depositor, all of the Certificates.
(d) The Trustee hereby (i) acknowledges such sale and deposit,
pursuant to subsections (b) and (c) above, and receipt by it of the Term Assets,
(ii) accepts the trusts created hereunder in accordance with the provisions
hereof and of the Agreement but subject to the Trustee's obligation, as and when
the same may arise, to make any payment or other distribution of the assets of
the Trust as may be required pursuant to this Series Supplement, the Agreement
and the Certificates, and (iii) agrees to perform the duties herein or therein
required and any failure to receive reimbursement of expenses and disbursements
under Section 13 hereof shall not release the Trustee from its duties herein or
therein.
SECTION 3 DESIGNATION. There is hereby created a Series of trust
certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "CorTSSM Certificates." The Certificates shall be issued in
one class, in the amount set forth in Section 5. 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 Depositor 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 Term Assets.
SECTION 4 DATE OF THE CERTIFICATES. The Certificates that are authenticated
and delivered by the Trustee to or upon Depositor Order on the Closing Date
shall be dated the Closing Date. All other Certificates that are authenticated
after the Closing Date for any other purpose under the Agreement shall be dated
the date of their authentication.
SECTION 5 CERTIFICATE PRINCIPAL BALANCE AND DENOMINATIONS; ADDITIONAL TERM
ASSETS. On the Closing Date, up to 1,080,000 Certificates with a Certificate
Principal Balance of $27,000,000 may be authenticated and delivered under the
Agreement and this Series Supplement. The Certificate Principal Balance shall
initially equal the principal amount of Term
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Assets sold to the Trustee and deposited in the Trust. Such Certificate
Principal Balance 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 Agreement. The Depositor may sell to the Trustee additional Term Assets on
any date hereafter upon at least 5 Business Days notice to the Trustee and upon
(i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion
of Counsel to the effect that the sale of such additional Term Assets will not
materially increase the likelihood that the Trust would fail to qualify as a
grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall
deposit such additional Term Assets in the Collection Account, and shall
authenticate and deliver to the Depositor, or its order, Certificates in a
Certificate Principal Balance equal to the principal amount of such additional
Term Assets. 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 on the
Certificates will be made in the Specified Currency.
SECTION 7 FORM OF SECURITIES. The Trustee shall execute and deliver the
Certificates in the form of one or more global certificates registered in the
name of DTC or its nominee.
SECTION 8 RESERVED.
SECTION 9 CERTAIN PROVISIONS OF BASE TRUST AGREEMENT NOT APPLICABLE. The
provisions of Sections 3.12, 5.16, 5.17 and 9.1 of the Base Trust Agreement
dated as of May 21, 1999 and any other provision of the Base Trust Agreement
dated as of May 21, 1999 which imposes obligations on, or creates rights in
favor of, the Trustee or the Certificateholders as a result of or in connection
with an "Event of Default" or "Administrative Agent Termination Event" shall be
inapplicable with respect to the Certificates.
SECTION 10 DISTRIBUTIONS.
(a) On each Scheduled Distribution Date, the Trustee shall distribute the
related Fixed Payment, to the extent of Interest Collections, and on the
Maturity Date shall distribute the principal balance of the Certificates to the
Holders of the Certificates, to the extent the principal of the Term Assets is
received by the Trustee on such date; provided, however, if any such payment
with respect to the Term Assets is made to the Trustee after the Term Assets
Payment Date on which such payment was due, the Trustee shall distribute such
amount received on the Business Day following such receipt. In the event the
Extension Period is in effect, interest on the Certificates will continue to
accrue to the extent interest on the Junior Subordinated Debentures continues to
so accrue, at a rate of 8% per annum, compounded semi-annually, but the Trustee
shall not be required to make any distributions on the Certificates until the
next Scheduled Distribution Date following the end of the Extension Period.
(b) In the event of a Payment Default, the Trustee shall proceed against
the Term Assets Issuer on behalf of the Certificateholders to enforce the Term
Assets or otherwise to protect the interests of the Certificateholders, subject
to the receipt of indemnity in form and
6
substance satisfactory to the Trustee; provided that, holders of the
Certificates representing a majority of the Voting Rights on the Certificates
will be entitled to direct the Trustee in any such proceeding or direct the
Trustee to sell the Term Assets, subject to the Trustee's receipt of
satisfactory indemnity. If the Trustee is directed to sell the Term Assets, the
Trustee shall solicit bids for the sale of the Term Assets with settlement
thereof on or before the third (3rd) Business Day after such sale from three
leading dealers in the relevant market. Any of the following dealers shall be
deemed to qualify as leading dealers: (1) Credit Suisse First Boston
Corporation, (2) Xxxxxxx, Xxxxx & Co., (3) Xxxxxx Brothers Inc., (4) Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, (5) UBS Securities LLC and (6)
Xxxxxxx Xxxxx Xxxxxx Inc. The Trustee shall not be responsible for the failure
to obtain a bid so long as it has made reasonable efforts to obtain bids. If a
bid for the sale of the Term Assets has been accepted by the Trustee but the
sale has failed to settle on the proposed settlement date, the Trustee shall
request new bids from such leading dealers. In the event of an Acceleration and
a corresponding payment on the Term Assets, the Trustee shall distribute the
proceeds to the Certificateholders no later than two Business Days after the
receipt of immediately available funds.
(c) In the event that the Trustee receives money or other property in
respect of the Term Assets (other than a scheduled payment on or with respect to
an interest payment date) as a result of a Payment Default on the Term Assets
(including from the sale thereof), the Trustee will promptly give notice as
provided in Section 18(c) to the Depositary, or for any Certificates which are
not then held by DTC or any other depository, directly to the registered holders
of the Certificates then outstanding and unpaid. Such notice shall state that,
not later than 30 days after the receipt of such moneys or other property, the
Trustee will allocate and distribute such moneys or other property to the
holders of Certificates then outstanding and unpaid, pro rata by principal
amount (after deducting the costs incurred in connection therewith and subject
to clause (k) of this Section 10). Property other than cash will be liquidated
by the Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to Certificateholders.
In-kind distribution of Term Assets to Certificateholders will be deemed to
reduce the principal amount of Certificates on a dollar-for-dollar basis.
Following such in kind distribution, all Certificates will be cancelled. Other
than as provided in clause (k) below, no amounts will be distributed to the
Depositor in respect of the Term Assets.
(d) Distributions to the Certificateholders on each Distribution Date will
be made to the Certificateholders of record on the Record Date.
(e) All distributions to Certificateholders shall be allocated pro rata
among the Certificates based on their respective principal balances as of the
Record Date.
(f) Notwithstanding any provision of the Agreement to the contrary, to the
extent funds are available, the Trustee will initiate payment in immediately
available funds by 10:00 A.M. (New York City time) on each Distribution Date of
all amounts payable to each Certificateholder with respect to any Certificate
held by such Certificateholder or its nominee (without the necessity for any
presentation or surrender thereof or any notation of such payment thereon) in
the manner and at the address as each Certificateholder may from time to time
direct the Trustee in writing fifteen days prior to such Distribution Date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made. The
7
Trustee shall be entitled to rely on the last instruction delivered by the
Certificateholder pursuant to this Section 10(f) unless a new instruction is
delivered 15 days prior to a Distribution Date.
(g) Upon receipt by the Trustee of a notice that all or a portion of the
Term Assets are to be redeemed, the Trustee shall select by lot an equal
principal amount of Certificates for redemption and establish the Term Assets
Redemption Distribution Date. Notice of such redemption shall be given by the
Trustee to the registered Certificateholders not less than 15 days prior to the
Term Assets 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 redemption price
pursuant to an Optional Redemption (as defined below) or a Tax Event Redemption
(as defined below) is set forth below in this Section 10(h).
(h) For informational purposes only, the Term Assets as originally issued
are redeemable, in whole or in part on or after February 1, 2007, on not less
than 30 nor more than 60 days' notice, at the option of the Term Assets Issuer
(an "Optional Redemption"). In addition, upon the occurrence of a Tax Event, the
Term Assets Issuer will have the right, within 90 days of the occurrence of such
an event, to redeem the Term Assets in whole (but not in part) at any time prior
to February 1, 2007, on not less than 30 nor more than 60 days' notice (a "Tax
Event Redemption"). The redemption price in the case of an Optional Redemption
of the Term Assets will be equal to the par value of the Term Assets to be
redeemed plus accrued interest on the principal amount being redeemed, plus the
redemption premium, if any. The redemption premium shall equal the following
amounts as of February 1 of the years indicated below:
YEAR PREMIUM
2007..................................... 2.451%
2008..................................... 2.205
2009..................................... 1.960
2010..................................... 1.715
2011..................................... 1.470
2012..................................... 1.225
2013..................................... 0.980
2014..................................... 0.735
2015..................................... 0.490
2016..................................... 0.245
2017 and thereafter...................... 0.000
The redemption price in the case of a Tax Event Redemption will be
the Tax Event Prepayment Price.
(i) The holder of a Certificate which is redeemed will receive, on the Term
Assets Redemption Date, a payment equal to its pro rata share of the
distributions made on the Term Assets pursuant to a Optional Redemption or Tax
Event Redemption as set forth above.
8
(j) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Series Supplement. The Trustee
shall in no way be responsible or liable to the Certificateholders nor shall any
Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective principal balances.
(k) On February 1, 2000, as payment of the balance of the purchase price
for the Term Assets, the Trustee shall pay to the Depositor the amount of the
interest accrued on the Term Assets from August 1, 1999 to but not including the
Closing Date, which amount equals $474,000. In the event the Depositor is not
paid such accrued interest on such date, the Depositor shall have a claim for
the amount specified in the preceding sentence and shall share pari passu with
Certificateholders to the extent of such claim in the proceeds from the sale of
the Term Assets.
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 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 Term Assets 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 Term Assets solely as specified herein and in the
Agreement.
(b) The Trust is constituted solely for the purpose of acquiring and
holding the Term Assets. The Trustee is not authorized to acquire any other
investments or engage in any activities not authorized herein and, in
particular, 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 Term Assets, 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.
(c) The parties acknowledge that the Trustee, as the holder of the Term
Assets, has the right to vote and give consents and waivers in respect of the
Term Assets and enforce the other rights, if any, of a holder of the Term
Assets, except as otherwise limited by the Agreement or this Series Supplement.
In the event that the Trustee receives a request from the Term Assets Trustee,
the Term Assets Issuer or, if applicable, the Depositary with respect to the
Term Assets, for the Trustee's consent to any amendment, modification or waiver
of the Term Assets, or any document relating thereto, or receives any other
solicitation for any action with respect to the Term Assets, the Trustee shall
within two Business Days mail a notice of such proposed amendment, modification,
waiver or solicitation to each Certificateholder of record as of the date of
such request. The Trustee shall request instructions from the Certificateholders
as
9
to what action to take in response to such request and shall be protected in
taking no action if no direction is received. Except as otherwise provided
herein, the Trustee shall consent or vote, or refrain from consenting or voting,
in the same proportion (based on the principal balances of the Certificates) 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 Agreement or this Series Supplement, the Trustee shall at no
time vote in favor of or consent to any matter (i) which would alter the timing
or amount of any payment on the Term Assets (including, without limitation, any
demand to accelerate the Term Assets) or (ii) which would result in the exchange
or substitution of any Term Asset pursuant to a plan for the refunding or
refinancing of such Term Asset, except in each case with the unanimous consent
of the Certificateholders and subject to the requirement that such vote would
not materially increase the likelihood that the Trust will fail to qualify as a
grantor trust for federal income tax purposes, such determination to be based
solely on an Opinion of Counsel. The Trustee shall have no liability for any
failure to act or to refrain from acting resulting from the Certificateholders'
late return of, or failure to return, directions requested by the Trustee from
the Certificateholders.
(d) Notwithstanding any provision of the Agreement to the contrary, 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 COMPENSATION OF TRUSTEE. The Trustee shall be entitled to
receive from the Depositor as compensation for the Trustee's services hereunder,
trustee's fees pursuant to a separate agreement between the Trustee and the
Depositor, and shall be reimbursed for all reasonable expenses, disbursements
and advances incurred or made by the Trustee (including the reasonable
compensation, disbursements and expenses of its counsel and other persons not
regularly in its employ). The Depositor shall indemnify and hold harmless the
Trustee and its successors, assigns, agents and servants against any and all
loss, liability or reasonable expense (including attorney's fees) incurred by it
in connection with the administration of this trust and the performance of its
duties thereunder. The Trustee shall notify the Depositor promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the
Depositor shall not relieve the Depositor of its obligations hereunder. The
Depositor need not reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the Trustee's own willful
misconduct, negligence or bad faith. The indemnities contained in this Section
13 shall survive the resignation or termination of the Trustee or the
termination of this Agreement.
Failure by the Depositor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or indemnification
from the Trust, nor shall such failure release the Trustee from the duties it is
required to perform under this Series Supplement. Any unpaid, unreimbursed or
unindemnified amounts shall not be borne by the
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Trust and shall not constitute a claim against the Trust, but shall be borne by
the Trustee in its individual capacity, and the Trustee shall have no recourse
against the Trust with respect thereto.
SECTION 14 MODIFICATION OR AMENDMENT. In addition to and notwithstanding
anything to the contrary in the Agreement or this Series Supplement, the Trustee
shall not enter into any modification or amendment of the Agreement or this
Series Supplement unless such modification or amendment would not, based on an
Opinion of Counsel, materially increase the likelihood that the Trust would fail
to qualify as a grantor trust for federal income tax purposes, nor shall the
Trustee enter into any such modification or amendment without satisfaction of
the Rating Agency Condition and obtaining the written consent of the Holders of
more than 50% in principal amount of the Certificates (or unanimous written
consent of the Certificateholders where unanimous consent is required as set
forth in Section 10.1(b) of the Agreement). Pursuant to Section 5 of this Series
Supplement, the Depositor may sell to the Trustee additional Term Assets from
time to time without violation or trigger of this Section 14.
SECTION 15 ACCOUNTING. Notwithstanding Section 3.16 of the Agreement,
INDEPENDENT PUBLIC ACCOUNTANTS' ADMINISTRATION REPORT, no such accounting
reports shall be required. Pursuant to Section 4.2 of the Agreement, REPORTS TO
CERTIFICATEHOLDERS, the Trustee shall cause the statements to be prepared and
forwarded as provided therein.
SECTION 16 NO INVESTMENT OF AMOUNTS RECEIVED ON TERM ASSETS. All amounts
received on or with respect to the Term Assets shall be held uninvested by the
Trustee.
SECTION 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 Agreement shall be in writing and shall be deemed to have been duly
given when received if personally delivered or mailed by first class mail,
postage prepaid or by express delivery service or by certified mail, return
receipt requested or delivered in any other manner specified herein, (i) in the
case of the Depositor, to Structured Products Corp., 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary, or such other address as
may hereafter be furnished to the Trustee in writing by the Depositor, and (ii)
in the case of the Trustee, to U.S. Bank Trust National Association, 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust,
facsimile number (000) 000-0000, or such other address as may hereafter be
furnished to the Depositor in writing by the Trustee.
(b) For purposes of delivering notices to the Rating Agency under Section
10.07, NOTICE TO RATING AGENCY, of the Agreement or otherwise, such notices
shall be mailed or delivered as provided in Section 10.07, NOTICE TO RATING
AGENCY, to: Standard & Poor's Ratings Services, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000; and Xxxxx'x Investors Service, Inc., Structured Derivative Products,
00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or such other address as the Rating
Agency may designate in writing to the parties hereto.
(c) 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 depository, directly to the
registered holders of the Certificates thereof. Such notice shall set forth (i)
the identity of the issue of Term Assets, (ii) the date and
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nature of such Payment Default or Acceleration, (iii) the principal amount of
the interest or principal in default, (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 Depositor to the Certificateholders without charge to such
Certificateholders.
SECTION 19 ACCESS TO CERTAIN DOCUMENTATION. Access to documentation
regarding the Term Assets will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Agreement,
ACCESS TO CERTAIN DOCUMENTATION. Additionally, the Trustee shall provide at the
request of any Certificateholder without charge to such Certificateholder the
name and address of each Certificateholder of Certificates hereunder as recorded
in the Certificate Register for purposes of contacting the other
Certificateholders with respect to their rights hereunder or for the purposes of
effecting purchases or sales of the Certificates, subject to the transfer
restrictions set forth herein.
SECTION 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 4.03 of the Agreement, ADVANCES.
SECTION 21 RATIFICATION OF AGREEMENT. With respect to the Series issued
hereby, the Agreement, as supplemented by this Series Supplement, is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken and construed as one and the same
instrument. To the extent there is any inconsistency between the terms of the
Agreement and this Series Supplement, the terms of this Series Supplement shall
govern.
SECTION 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 RESERVED.
SECTION 25 CERTIFICATE OF COMPLIANCE. The Depositor shall deliver to the
Trustee on or prior to June 30 of each year prior to a Trust Termination Event
the Officer's Certificate as to compliance as required by Section 6.1(b) of the
Base Trust Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Series Trust
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
STRUCTURED PRODUCTS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Responsible Officer
EXHIBIT A
IDENTIFICATION OF THE TERM ASSETS AS OF CLOSING DATE
Issuer: Xerox Capital Trust I
Term Assets: 8% Series B Capital Securities due
February 1, 2027
Maturity Date: February 1, 2027
Original Principal
Amount Issued: $650,000,000
CUSIP No: 000000XX0
Stated Interest Rate: 8% per annum
Interest Payment Dates: February 1 and August 1
Optional Redemption: The Term Assets are redeemable, in whole or in part,
at the option of the Term
Assets Issuer, on or after February 1 2007, on not
less than 30 nor more than 60 days' notice, at a
price equal to 102.45% plus accrued interest on
February 1, 2007 and at declining prices thereafter to
100.00% plus accrued interest on February 1, 2017.
Tax Event The Term Assets are redeemable, in whole but not in
Redemption: part, at the option of the Term Assets Issuer prior
to February 1, 2007 at the Tax Event Prepayment Price
if certain adverse tax events occur with respect to
Xerox Corporation or the Term Assets Issuer.
Tax Event The greater of (i) 100% of the principal amount of
Prepayment Price: the Junior Subordinated Debentures and (ii) the sum of
the present value of the principal amount and premium
payable with respect to an optional redemption
of the Junior Subordinated Debentures on February 1,
2007 together with scheduled payments of interest on\
the Junior Subordinated Debentures accruing from the
prepayment date to and including February 1, 2007
discounted to the prepayment date on a semi-annual
basis (assuming a 360-day year consisting of twelve
thirty day months) at the Adjusted Treasury Rate
plus 0.50%, plus, in each case (i) and (ii), accrued
interest thereon to the date of prepayment.
Principal Amount of
Term Assets Deposited
Under Trust Agreement: $27,000,000
The Term Assets will be held by the Trustee as book-entry credits to an account
of the Trustee or its agent at The Depository Trust Company, New York, New York
("DTC").
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EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Maximum Number of CorTSSM
Certificates Up to 1,080,000
Aggregate Principal Amount
of CorTSSM Certificates: $27,000,000
Authorized Denomination: $25 and integral multiples thereof
Rating Agencies: Standard & Poor's Ratings Services,
and Xxxxx'x Investors Service, Inc.
Closing Date: October 20, 1999
Distribution Dates: February 1 and August 1, the
Maturity Date, any Term Assets
Redemption Distribution Date or any
Term Assets Default Distribution Date.
Interest Rate: 8%.
Maturity Date: February 1, 2027
Record Date: With respect to any Distribution
Date, the day immediately preceding
such Distribution Date.
Trustee's Fees: The Trustee's fees shall be payable by the
Depositor pursuant to a separate fee agreement
between the Trustee and the Depositor.
Initial Certificate Registrar: U.S. Bank Trust National Association
Corporate Trust Office: U.S. Bank Trust National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust
Department, Regarding CorTSSM Trust
For Xerox Capital Trust I
B-1
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
DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("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 1,080,000 Certificates
CUSIP: 000000000 $27,000,000 Certificate Principal Amount
CORTSsm CERTIFICATES
evidencing an undivided interest in the Trust, as defined below, the assets of
which include Xerox Capital Trust I 8% Series B Capital Securities due February
1, 2027.
This Certificate does not represent an interest in or obligation of the
Depositor or any of its affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in CorTSSM Trust For Xerox Capital
Trust I (the "Trust") formed by Structured Products Corp., as depositor (the
"Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of May
21, 1999 (the "Agreement"), between the Depositor and U.S. Bank Trust National
Association, a national banking association, not in its individual capacity but
solely as Trustee (the "Trustee"), as supplemented by the CorTSSM Supplement
1999-3 dated as of October 20, 1999 (the "Series Supplement" and, together with
the Agreement, the "Trust Agreement"), between the Depositor and the Trustee.
This Certificate does not purport to summarize the Trust Agreement and reference
is hereby made to the Trust Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee with respect hereto. A
copy of the Trust Agreement may be obtained
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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
"CorTSSM Certificates" (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 Term Assets and all proceeds of
the Term Assets. Additional Term Assets 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
amount of distributions of the Term Assets to be distributed to
Certificateholders on such Distribution Date. Unless an Extension Period is in
effect, the Term Assets will pay interest on February 1 and August 1 of each
year with the next interest payment date occurring on February 1, 2000. The
principal of the Term Assets is scheduled to be paid on February 1, 2027.
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 Series Trust
Agreement.
It is the intent of the Depositor 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. Except as otherwise required
by appropriate taxing authorities, the Depositor 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 Depositor to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining a
case against the Depositor 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 Depositor or
any substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Depositor.
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.
C-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual
capacity but solely as Trustee and Authenticating Agent
By:__________________________________
Authorized Signatory
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