EXHIBIT 4.3
SECOND TERMS SUPPLEMENT
TO THE
TRUST AGREEMENT
DATED AS OF MAY 15, 1998
between
EMT CORP.
as Issuer
and
NBD Bank, N.A.
as Trustee
Dated as of January 1, 1999
Securing
$150,000,000
STUDENT LOAN ASSET-BACKED NOTES
AUCTION RATE SECURITIES
1999 SENIOR SERIES A-5 and A-6
SECOND TERMS SUPPLEMENT, dated as of January 1, 1999, between
EMT Corp., an Indiana corporation (the "Issuer") acting through KEYBANK INDIANA,
N.A. not in its individual capacity but solely as eligible lender trustee (the
"Eligible Lender Trustee") pursuant to a certain trust agreement dated as of May
15, 1998, by and between the Issuer and the Eligible Lender Trustee (the
"Eligible Lender Trust Agreement") and NBD Bank, N.A., a national banking
association, duly established, existing and authorized to accept and execute
trusts of the character herein set out under and by virtue of the laws of the
United States of America, with its designated trust office in Indianapolis,
Indiana, (the "Trustee"), as Trustee under a Trust Agreement dated as of May 15,
1998, as amended and supplemented to the date hereof including by this Second
Terms Supplement, by and between the Issuer and such Trustee (the "Trust
Agreement").
PRELIMINARY STATEMENT
Section 2.1 and 7.1 of the Trust Agreement provides, among
other things, that the Issuer and the Trustee may enter into an instrument
constituting a Supplemental Trust Agreement supplemental to the Trust Agreement
for the purpose of authorizing one or more Series of Notes and to specify
certain terms of such Series of Notes. The Issuer has duly authorized the
execution and delivery of two Series of Senior Notes in an aggregate principal
amount not to exceed $150,000,000 to be known as the Issuer's Student Loan
Asset-Backed Notes, Auction Rate Securities, 1999 Senior Series A-5 in the
aggregate principal amount of $75,000,000 (the "Series A-5 Notes") and the 1999
Senior Series A-6 in the aggregate principal amount of $75,000,000 (the "Series
A-6 Notes"). The Series A-5 Notes and the Series A-6 Notes are sometimes
referred to herein as the "Series 1999 Notes", and are sometimes referred to
herein as the 1999 Notes. The Issuer and the Trustee are executing and
delivering this Second Terms Supplement as a subsequent Supplemental Trust
Agreement in order to provide for the 1999 Notes.
ARTICLE I.
DEFINITIONS
"All Hold Rate" means the Applicable LIBOR Rate less .20%.
"Applicable LIBOR Rate" means, with respect to the Notes (i)
for Auction Periods of 35 days or less, One-Month LIBOR, (ii) for Auction
Periods of more than 35 days but less than 91 days, Three-Month LIBOR, (iii) for
Auction Periods of more than 90 days but less than 181 days, Six-Month LIBOR,
and (iv) for Auction Periods of more than 180 days, One-Year LIBOR. As used in
this definition and otherwise herein, the terms "One-Month LIBOR", "Three-Month
LIBOR", "Six-Month LIBOR" OR "One-Year LIBOR" MEAN the rate of interest per
annum equal to the rate per annum at which United States dollar deposits having
a maturity of one month, three months, six months or one year, respectively, are
offered to prime banks in the London interbank market which appear on the
Reuters Screen LIBOR Page as of approximately 11:00 a.m., London time, on the
Series Rate Determination Date. If at least two such quotations appear,
One-Month LIBOR, Three-Month LIBOR, Six-Month
LIBOR or One-Year LIBOR, respectively, will be the arithmetic mean (rounded
upwards, if necessary, to the nearest one-hundredth of one percent) of such
offered rates. If fewer than two such quotes appear, One-Month LIBOR,
Three-Month LIBOR, Six-Month LIBOR or One-Year LIBOR, respectively, with respect
to such Series Interest Period, will be determined at approximately 11:00 a.m.,
London time, on such Series Rate Determination Date on the basis of the rate at
which deposits in United States dollars having a maturity of one-month, three
months, six months or one year, respectively, are offered to prime banks in the
London interbank market by four major banks in the London interbank market
selected by the Auction Agent or the Trustee, as applicable, and in a principal
amount of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time. The Auction Agent or the Trustee, as
applicable, are to request the principal London office of each of such banks to
provide a quotation of its rate. If at least two quotations are provided,
One-Month LIBOR, Three-Month LIBOR, Six-Month LIBOR or One-Year LIBOR,
respectively, will be the arithmetic mean (rounded upwards, if necessary, to the
nearest one-hundredth of one percent) of such offered rates. If fewer than two
quotations are provided, One-Month LIBOR, Three-Month LIBOR, Six-Month LIBOR OR
One-Year LIBOR, respectively, with respect to such Series Interest Period will
be the arithmetic mean (rounded upwards, if necessary, to the nearest
one-hundredth of one percent) of the rates quoted at approximately 11:00 a.m.,
New York City time on such Determination Date by three major banks in New York,
New York selected by the Auction Agent or the Trustee, as applicable, for loans
in United States dollars to leading European banks having a maturity of one
month, three months, six months or one year, respectively, and in a principal
amount equal to an amount of not less than U.S. $1,000,000 and that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid are not quoting as mentioned in
this sentence, One-Month LIBOR, Three-Month LIBOR, Six-Month LIBOR OR One-Year
LIBOR, respectively, in effect for the applicable Series Interest Period will be
One-Month LIBOR, Three-Month LIBOR, Six-Month LIBOR or One-Year LIBOR,
respectively, in effect for the immediately preceding Series Interest Period.
"AUCTION" means the implementation of the Auction Procedures
on an Auction Date.
"AUCTION AGENCY AGREEMENT" means the initial Auction Agency
Agreement unless and until a substitute Auction Agency Agreement is entered
into, after which "Auction Agency Agreement' shall mean such substitute Auction
Agency Agreement.
"AUCTION AGENT" means IBJ Whitehall Bank & Trust Company, a
New York banking corporation, its successors and assigns, as the initial Auction
Agent under the initial Auction Agency Agreement unless and until a substitute
Auction Agency Agreement becomes effective, after which "Auction Agent" shall
mean the substitute Auction Agent.
"AUCTION AGENT FEE" has the meaning set forth in the Auction
Agency Agreement.
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"AUCTION AGENT FEE Rate" has the meaning set forth in the
Auction Agency Agreement.
"AUCTION Date" means, initially, February 23, 1999 with
respect to the Series A-5 Notes and March 2, 1999, with respect to the Series
A-6 Notes and thereafter, the Business Day immediately preceding the first day
of each Auction Period for each respective Series, other than:
(a) with respect to any Series of Notes, each
Auction Period commencing after the
ownership of such Series of Notes is no
longer maintained in Book-Entry Form by the
Securities Depository;
(b) each Auction Period commencing after an
during the continuance of an Event of
Default; or
(c) each Auction Period commencing less than two
Business Days after the cure or waiver of a
Event of Default.
Notwithstanding the foregoing, the Auction Date for one or more Auction Periods
may be changed pursuant to Section 2.5.6 of this Terms Supplement.
"AUCTION PERIOD" means, with respect to each Series of 1999
Notes, the Series Interest Period applicable to such Series of Notes during
which time the related Series Interest Rate is determined pursuant to Section
2.5.1 hereof, which Auction Period (after the Initial Period for such Series)
initially shall consist generally of 28 days and may be adjusted pursuant to
Section 2.5.6 hereof.
"AUCTION PERIOD ADJUSTMENT" means an adjustment to the
Auction Period as provided in Section 2.5.6 hereof.
"AUCTION PROCEDURES" means the procedures set forth in
Section 2.5.1 hereof, by which the Auction Rate is determined.
"AUCTION RATE" means the rate of interest per annum that
results from implementation of the Auction Procedures and is determined as
described in Section 2.5.1 (c)(ii) hereof.
"AUTHORIZED DENOMINATIONS" means, with respect to any Series
of 1999 Notes, $50,000 and integral multiples of $50,000 in excess thereof.
"AVAILABLE 1999 NOTES" has the meaning set forth in Section
2.5.1 (c)(i)(A) hereof.
"BID" has the meaning set forth in Section 2.5.1 (a)(1)
hereof.
"BID AUCTION RATE" HAS the meaning set forth in Section 2.5.1
(c)(i) hereof.
"BIDDER" has the meaning set forth in Section 2.5.1 (a)(i)
hereof.
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"BOND EQUIVALENT Yield" means, in respect of any security,
the bond equivalent yield the rate for which is quoted in THE WALL STREET
JOURNAL on a bank discount basis, a yield (expressed as a percentage) for such
security which appears on Telerate United States Treasury and Money Market
Composite Page 0223, rounded up to the nearest one one-hundredth of one percent.
"BOOK-ENTRY FORM" or "BOOK-ENTRY SYSTEM" means a form or
system under which (i) the beneficial right to principal and interest may be
transferred only through a book entry, (ii) physical securities in registered
form are issued only to a Securities Depository or its nominee as registered
owner, with the securities "immobilized" to the custody of the Securities
Depository, and (iii) the book entry is the record that identifies the owners of
beneficial interests in that principal and interest.
"BROKER-DEALER" means Xxxxxxx Xxxxx Xxxxxx Inc. or any other
broker or dealer (each as defined in the Securities Exchange Act of 1934, as
amended), commercial bank or other entity permitted by law to perform the
functions required of a Broker-Dealer set forth in the Auction Procedures that
(a) is a Participant (or an affiliate of a Participant), (b) has been appointed
as such by the Trustee pursuant to Section 2.5.5 hereof or the Issuer pursuant
to the Trust Agreement and (c) has entered into a Broker-Dealer Agreement that
is in effect on the date of reference.
"BROKER-DEALER AGREEMENT" means each agreement between the
Auction Agent and a Broker-Dealer, and approved by the Issuer, pursuant to which
the Broker-Dealer agrees to participate in Auctions as set forth in the Auction
Procedures, as from time to time amended or supplemented. Each Broker-Dealer
Agreement shall be in substantially the form of the Broker-Dealer Agreement
dated as of January 1, 1999 between IBJ VAutehall Bank & Trust Company, as
Auction Agent, and Xxxxxxx Xxxxx Barney Inc. as Broker-Dealer.
"BROKER-DEALER FEE" has the meaning set forth in the Auction
Agency Agreement.
"BROKER-DEALER FEE RATE" has the meaning set forth in the
Auction Agency Agreement.
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"BUSINESS DAY" means any day on which the New York Stock
Exchange is open for trading and any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York or Indiana are
authorized or obligated by law, regulation or executive order to remain closed.
"CLOSING DATE" means, with respect to the 1999 Notes, January
28, 1999, the date of initial issuance and delivery of the 1999 Notes hereunder.
"EXISTING NOTE OWNER" means (i) with respect to and for the
purpose of dealing with the Auction Agent in connection with an Auction, a
Person who is a Broker-Dealer listed in the Existing Note Owner Registry at the
close of business on the Business Day immediately preceding such Auction and
(ii) with respect to and for the purpose of dealing with the Broker-Dealer in
connection with an Auction, a Person who is a beneficial owner of Notes.
"EXISTING NOTE OWNER REGISTRY" means the registry of Persons
who are owners of the Notes maintained by the Auction Agent as provided in the
Auction Agency Agreement.
"FINAL MATURITY DATE" means December 1, 2030, with respect to
the Series A-5 Notes and December 1, 2030 with respect to the Series A-6 Notes.
"HOLD ORDER" has the meaning set forth in Section 2.5.1 (a)(i)
hereof.
"INTEREST RATE" means, with respect to a Series of 1999 Notes,
the rate of interest per annum borne by such Series as of the time referred to,
including, without limitation, the related Series Initial Rate and the related
Series Interest Rate.
"LIBOR DETERMINATION DATE" means the Business Day prior to the
commencement of each Interest Period.
"LONDON BANKING DAY" means any Business Day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"MARKET AGENT" means Xxxxxxx Xxxxx Xxxxxx Inc., New York, New
York, in such capacity hereunder, or any successor to it in such capacity
hereunder.
"MAXIMUM AUCTION RATE" means, with respect to a Series of
Notes, (i) for Auction Periods of 35 days or less, either (A) One-Month LIBOR
plus 1.50% (if both ratings assigned by the Rating Agencies to the Series of
Notes, are "AAA" or better) or (B) One-Month LIBOR plus 2.50% (if both of the
ratings assigned by the Rating Agencies to the Series of Notes, are "Aa3" or
"AA-" or better) or (C) One-Month LIBOR plus 3.50 (if any one of the ratings
assigned by the Rating Agencies to the Series of Notes is less than "AA-") or
(ii) for Auction Periods of greater than 35 days, either (X) the greater of the
Applicable LIBOR Rate, plus 1.50% (if both of the ratings assigned by the Rating
Agencies to the Series of Notes, are "AAA" or better) or (Y) the greater of the
Applicable LIBOR Rate, plus 2.50% (if both ratings assigned by the Rating
Agencies to the Series of Notes, are "Aa3" or "AA-" or better) or (Z) the
greater of the Applicable LIBOR Rate plus 3.50% (if any one of the ratings
assigned by the Rating
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Agencies to the Series of Notes is less than "AA-"). For purposes of the Auction
Agent and the Auction Procedures the ratings referred to in this definition
shall be the last ratings of which the Auction Agent has been given notice
pursuant to the Auction Agency Agreement.
"NET LOAN RATE" means the rate of interest per annum (rounded
to the next highest one one-hundredth of one percent) equal to the applicable
United States Treasury Security Rate plus 1.50%. For Auction Periods of 180 days
or less, the applicable United States Treasury Security Rate is for 91-day
United States Treasury securities, and for Auction Periods of more than 180
days, the applicable United States Treasury Security Rate is for One-Year United
States Treasury securities.
The foregoing notwithstanding, if the Auction Rate shall
exceed the Net Loan Rate computed as set forth above, the Net Loan Rate shall be
re-computed to the rate of interest per annum (rounded to the next highest one
one-hundredth of one percent) equal to (i) the weighted average interest rate of
the Loans (after giving effect to all applicable interest subsidy payments,
special allowance payments, rebate fees on consolidation Loans and reductions
pursuant to borrower incentives or similar programs, if any) as of the last day
of the prior calendar quarter, less (ii) any applicable expenses (but in no
event in an amount in excess of 1.5% of the principal amount of the Outstanding
Notes) during such period. The prior sentence may be modified upon receipt of a
Rating Confirmation. The latter method of calculating the Net Loan Rate shall
only be applied if the rate so calculated is greater than the resultant rate in
the first paragraph hereof.
"NINETY-ONE DAY UNITED STATES TREASURY XXXX RATE" means that
rate of interest per annum equal to the Bond Equivalent Yield - 91-Day T-Xxxx on
the 91-Day United States Treasury Bills sold at the last auction thereof that
immediately precedes the Series Rate Adjustment Date for the Series of 1999
Notes to which the Net Loan Rate applies.
"NON-PAYMENT RATE" means One-Month LIBOR plus 1.50%.
"NOTE OWNERS' AUCTION RATE INTEREST CARRYOVER" means, as to
any Series of Notes, with respect to any Series Interest Period for which the
Series Interest Rate for such Series Interest Period is the Net Loan Rate, the
amount equal to the excess, if any, of (a) the amount of interest on such Series
of Notes that would have accrued in respect of the related Series Interest
Period had interest been calculated based on the applicable Auction Rate over
(b) the amount of interest on such Series of Notes actually accrued in respect
of such Series Interest Period at the Net Loan Rate, together with the unpaid
portion of any such excess from prior Series Interest Periods (and interest
accrued thereon, to the extent permitted by law, at the applicable rate
calculated based on One-Month LIBOR); PROVIDED, HOWEVER, that with respect to
any Series of Notes on the related Final Maturity Date, the portion of the Note
Owners' Auction Rate Interest Carryover allocable to such Series of Notes will
be equal to the lesser of (i) the portion allocable to such Series of Notes of
the Note Owners' Auction Rate Interest Carryover on such date determined as
described above and (ii) the amount of funds, if any, required and available to
be distributed with respect to such Series of Notes on such date pursuant to
Section 5.3(B). EIGHTH of the Trust Agreement.
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"NOTICE OF FEE RATE CHANGE" means a notice of a change in the
Auction Agent Fee Rate or the Broker-Dealer Fee Rate substantially in the form
of Exhibit E to the Auction Agency Agreement.
"ORDER" has the meaning set forth in Section 2.5.1 (a)(i)
hereof.
"PAYMENT DEFAULT" means, with respect to any Series of 1999
Notes, a default in the due and punctual payment of interest on or principal of
a 1999 Note of such Series on the related Series Payment Date or Final Maturity
Date as applicable.
"RECORD DATE" means, with respect to a Series of 1999 Notes,
the close of business on the Business Day immediately preceding the related Note
Interest Payment Date.
"SECOND TERMS SUPPLEMENT" means this Second Terms Supplement,
as from time to time amended or supplemented.
"SELL ORDER" has the meaning set forth in Section 2.5.1
(a)(i) hereof.
"SERIES INITIAL PERIOD" means, as to a Series of 1999 Notes,
the period commencing on the Closing Date and continuing through the day
immediately preceding the Series Initial Rate Adjustment Date for such Series.
"SERIES INITIAL RATE" means the rate per annum for the Series
A-5 Notes and the rate per annum for the Series A-6 Notes as set forth in the
Exhibits to the Purchase Agreement.
"SERIES INITIAL RATE ADJUSTMENT DATE" means (i) with respect
to the Series A-5 Notes, February 24, 1999, and (ii) with respect to the Series
A-6 Notes, March 3, 1999.
"SERIES INTEREST PERIOD" means, with respect to a Series of
1999 Notes, the applicable Series Initial Period and each period commencing on a
Series Rate Adjustment Date for such Series and ending on the day before (i) the
next Series Rate Adjustment Date for such Series or (ii) the Final Maturity Date
of such Series, as applicable.
"SERIES INTEREST RATE" means each variable rate of interest
per annum borne by a Series of the 1999 Notes for each Auction Period and
determined in accordance with the provisions of Sections 2.4 and 2.5 hereof;
provided, however, that in the event of a Payment Default, the Series Interest
Rate shall equal the Non-Payment Rate; provided, further, however, that such
Series Interest Rate shall in no event exceed the Series Interest Rate
Limitation.
"SERIES INTEREST RATE LIMITATION" means, with respect to each
Series of 1999 Notes, a rate equal to 17.0% per annum.
"SERIES PAYMENT DATE" means the day immediately following
each Auction Date for such Series and on the maturity or redemption date
thereof.
"SERIES RATE ADJUSTMENT DATE" means the date on which a
Series Interest Rate is effective and means, with respect to a Series of 1999
Notes, the date of commencement of each Auction Period.
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"SERIES RATE DETERMINATION DATE" means, with respect to a
Series of 1999 Notes, the Auction Date, or if no Auction Date is applicable to
such Series, the Business Day immediately preceding the date of commencement of
an Auction Period.
"SUBMISSION DEADLINE" means 12:30 p.m., eastern time, on any
Auction Date or such other time on any Auction Date by which Broker-Dealers are
required to submit Orders to the Auction Agent as specified by the Auction Agent
from time to time.
"SUBMITTED Bid" has the meaning set forth in Section 2.5.1
(c)(i) hereof.
"SUBMITTED HOLD ORDER" has the meaning set forth in Section
2.5.1 (c)(i) hereof.
"SUBMITTED ORDER" has the meaning set forth in Section 2.5
(c)(1) hereof.
"SUBMITTED SELL ORDER" has the meaning set forth in Section
2.5.1 (c)(i) hereof.
"SUFFICIENT BIDS" has the meaning set forth in Section 2.5.1
(c)(i) hereof.
"TELERATE PAGE 3750" means the display page so designated on
the Dow Xxxxx Telerate Service (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).
"TRUST AGREEMENT" means the Trust Agreement dated as of May
15, 1998, as amended and supplemented between the Issuer and the Trustee.
"UNITED STATES TREASURY SECURITY Rate" means, for purposes of
calculating the Net Loan Rate applicable to the particular Notes, that rate of
interest per annum equal to the Bond Equivalent Yield on the applicable United
States Treasury Securities sold at the last auction thereof that immediately
precedes the Series Rate Adjustment Date for such Notes.
ARTICLE II.
AUTHORIZATION TERMS AND ISSUANCE
SECTION 2.1. AUTHORIZATION OF 1999 NOTES. There is hereby
authorized the borrowing of funds and to evidence such borrowing there are
hereby authorized two Series of Senior Notes, designated (i) the "EMT Corp.
Student Loan Asset-Backed Notes Auction Rate Securities, 1999 Senior Series A-5"
in the aggregate principal amount of $75,000,000 and (ii) the
"EMT Corp. Student Loan Asset-Backed Notes Auction Rate Securities, 1999
Series A-6" in the aggregate principal amount of $75,000,000.
SECTION 2.2. PURPOSES. The 1999 Notes are authorized to
finance the acquisition by the Issuer of Loans, and to make deposits to the
trust Accounts required hereby.
SECTION 2.3. TERMS OF 1999 NOTES GENERALLY. The 1999 Notes
shall be issued in fully registered form, in substantially the form set forth in
Exhibit A hereof, with such variations, omissions and insertions as may be
required by the circumstances, as may be required or permitted by the Trust
Agreement and this Second Terms Supplement, or be consistent with
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the Trust Agreement and this Second Terms Supplement and necessary or
appropriate to conform to the rules and requirements of any governmental
authority or any usage or requirement of law with respect thereto.
The 1999 Notes may be issued only in Authorized Denominations.
The 1999 Notes shall be dated as of the Closing Date. Each Series of Notes shall
mature on its Final Maturity Date. The Series A-5 Notes shall be numbered
consecutively from 1 upwards with the prefix A-5 preceding each number. The
Series A-6 Notes shall be numbered consecutively from 1 upwards with the prefix
A-6 preceding each number. The 1999 Notes shall be issued to a Securities
Depository for use in a Book-Entry System in accordance with the provisions of
Section 2.7 of the Trust Agreement.
Interest on each 1999 Note shall accrue on the Outstanding
Amount of such 1999 Note until such 1999 Note has been paid in full or payment
has been duly provided for, as the case may be, and shall accrue from the later
of the initial date thereof or the most recent Note Interest Payment Date to
which interest has been paid or duly provided for. Each 1999 Note shall bear
interest at an interest rate determined in accordance with the provisions and
subject to the limitations set forth herein, and interest on each Series of 1999
Notes shall be paid for the related Series Initial Period and each Series
Interest Period for such Series thereafter on each applicable Series Payment
Date.
Principal will be paid on the then Outstanding Series of 1999
Notes on each applicable Series Payment Date as set forth in Section 3.1 hereof.
The Notes are subject to redemption in whole or in part at the option of the
Issuer on the applicable Series Payment Date at a price of par plus accrued
interest, upon not less than ten days prior written notice to the Owners of such
Notes.
SECTION 2.4. 1999 NOTES. During the related Series Initial
Period, each Series of 1999 Notes shall bear interest at the Series Initial Rate
for such Series. Thereafter, except with respect to an Auction Period
Adjustment, each Series of 1999 Notes shall bear interest at a Series Interest
Rate based on a 28-day Auction Period.
For each Series of 1999 Notes during the Series Initial Period
for such Series and each Auction Period thereafter, interest at the Series
Interest Rate shall accrue daily and shall be computed for the actual number of
days elapsed on the basis of a year consisting of 365/366 days, as applicable.
The Series Interest Rate to be borne by each Series of 1999
Notes after such Series Initial Period for each Auction Period prior to an
Auction Period Adjustment, if any, shall be determined as herein described. Each
such Auction Period shall commence on and include the day following the
expiration of the immediately preceding Auction Period and terminate on and
include the Auction Date for the next succeeding Auction Period, subject to
adjustment as described below; provided, however, that in the case of the
Auction Period that immediately follows the Series Initial Period for a Series
of 1999 Notes, such Auction Period shall commence on the Series Initial Rate
Adjustment Date for such Series.
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The Series Interest Rate on each Series of 1999 Notes for each
Auction Period shall be the lesser of the (i) Net Loan Rate in effect for such
Auction Period and (ii) the Auction Rate in effect for such Auction Period as
determined in accordance with Section 2.5.1 hereof; provided however, that such
Series Interest Rate shall in no event exceed the Series Interest Rate
Limitation, and further provided that if, on any Series Rate Determination Date,
an Auction is not held for any reason, then the Series Interest Rate on such
Series of 1999 Notes for the next succeeding Auction Period shall be the Net
Loan Rate.
Notwithstanding the foregoing:
(a) if the ownership of a Series of 1999 Notes is no longer
maintained in Book-Entry Form, the Series Interest Rate on the 1999 Notes of
such Series for any Series Interest Period commencing after the delivery of
certificates representing 1999 Notes of such Series pursuant to Section 2.15 of
the Trust Agreement shall equal the lesser of (i) the Maximum Auction Rate and
(ii) the Net Loan Rate on the Business Day immediately preceding the first day
of such subsequent Series Interest Period; or
(b) if a Payment Default shall have occurred, the Series
Interest Rate on each Series of 1999 Notes of the Series Interest Period for
such Series commencing on or immediately after such Payment Default, and for
each Series Interest Period thereafter, to and including the Series Interest
Period, if any, during which, or commencing less than two Business Days after
such Payment Default is cured in accordance with this Second Terms Supplement,
shall equal the applicable Non-Payment Rate on the first day of each such Series
Interest Period.
In accordance with Section 2.5.1 (c) (ii) hereof, the Auction
Agent shall promptly give written notice to the Trustee of each Series Interest
Rate (unless the Series Interest Rate is the Non-Payment Rate) and either the
Auction Rate or the Net Loan Rate as the case may be, when such rate is not the
Series Interest Rate, applicable to each Series of 1999 Notes. The Trustee shall
notify the Note Owners of 1999 Notes of the Series Interest Rate applicable to
each such Series of 1999 Notes for each Auction Period on the second Business
Day of such Auction Period.
Notwithstanding any other provision of the 1999 Notes or this
Second Terms Supplement and except for the occurrence of a Payment Default,
interest payable on each 1999 Note for an Auction Period shall never exceed for
such Auction Period the amount of interest payable at the Net Loan Rate (subject
to the Series Interest Rate Limitation) in effect for such Auction Period.
If the Auction Rate for a Series of 1999 Notes is greater than
the Net Loan Rate, then the Series Interest Rate applicable to such Series of
1999 Notes for that Series Interest Period will be the Net Loan Rate. If the
Series Interest Rate applicable to such Series of 1999 Notes for any Series
Interest Period is the Net Loan Rate, the Trustee shall determine the Note
Owners' Auction Rate Interest Carryover, if any, with respect to such 1999 Notes
for such Series Interest Period. Such determination of the Note Owners' Auction
Rate Interest Carryover shall be made separately for each Series of 1999 Notes.
Note Owners' Auction Rate Interest Carryover shall bear interest calculated at a
rate equal to One-Month LIBOR (as determined by the Auction Agent, provided the
Trustee has received notice of One-Month LIBOR from the Auction Agent,
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and if the Trustee shall not have received such notice from the Auction Agent,
then as determined by the Trustee) from the Series Payment Date for the Series
Interest Period with respect to which such Note Owners' Auction Rate Interest
Carryover was calculated until paid. For purposes of this Second Terms
Supplement, any reference to "principal" or "interest" herein shall not include
within the meaning of such words Note Owners' Auction Rate Interest Carryover or
any interest accrued on any such Note Owners' Auction Rate Interest Carryover.
Such Note Owners' Auction Rate Interest Carryover shall be separately calculated
for each 1999 Note of such Series by the Trustee during such Series Interest
Period in sufficient time for the Trustee to give notice to each Note Owner of
such Note Owners' Auction Rate Interest Carryover as required in the next
succeeding sentence. On the Series Payment Date for a Series Interest Period
with respect to which such Note Owners Auction Rate Interest Carryover for a
Series of 1999 Notes has been calculated by the Trustee, the Trustee shall give
written notice to each Note Owner of the applicable Series of the Note Owners'
Auction Rate Interest Carryover applicable to each Note Owner's 1999 Note of
such Series, which written notice may be included in any other written statement
sent by the Trustee to such Note Owner, and shall be mailed on such Series
Payment Date by first-class mail, postage prepaid, to each such Note Owner at
such Note Owner's address as it appears on the registration books maintained by
the Registrar. Such notice shall state, in addition to such Note Owners' Auction
Rate Interest Carryover, that unless and until a 1999 Note of such Series has
been paid in full or has been deemed no longer Outstanding (after which all
accrued Note Owners' Auction Rate Interest Carryover (and all accrued interest
thereon) that remains unpaid shall be cancelled and no Note Owners' Auction Rate
Interest Carryover (and interest accrued thereon) shall be paid with respect to
a 1999 Note of such Series), (i) the Note Owners' Auction Rate Interest
Carryover (and interest accrued thereon calculated at a rate equal to One-Month
LIBOR) shall be paid by the Trustee on a 1999 Note of such Series on the first
occurring Series Payment Date for such Series for a subsequent Series Interest
Period if and to the extent that (1) during such Series Interest Period no
additional Note Owners' Auction Rate Interest Carryover is accruing on such
Series of 1999 Notes and (2) moneys are available pursuant to the terms of this
Second Terms Supplement in an amount sufficient to pay all or a portion of such
Note Owners' Auction Rate Interest Carryover and (ii) interest shall accrue on
the Note Owners' Auction Rate Interest Carryover at a rate equal to One-Month
LIBOR until such Note Owners Auction Rate Interest Carryover is paid in full or
is cancelled.
Subject to the payment priorities set forth in Section 5.3(B)
of the Trust Agreement, the Note Owners' Auction Rate Interest Carryover for a
Series of 1999 Notes shall be paid by the Trustee on Outstanding 1999 Notes of
such Series on the Series Payment Date for such Series following the first
occurring Series Payment Date for a subsequent Series Interest Period if and to
the extent that (i) during such Series Interest Period no additional Note
Owners' Auction Rate Interest Carryover is accruing on such Series of 1999 Notes
and (ii) moneys are available pursuant to the terms of this Second Terms
Supplement in an amount sufficient to pay all or a portion of such Note Owners'
Auction Rate Interest Carryover. Any Note Owners' Auction Rate Interest
Carryover (and any interest accrued thereon) on any 1999 Note which is due and
payable on a Series Payment Date on which such 1999 Note is to be paid in full
or deemed no longer Outstanding under this Second Terms Supplement on said
Series Payment Date shall be paid to the Note Owner thereof on said Series
Payment Date to the extent that moneys are available therefor in accordance with
the provisions of this Second Terms Supplement; provided, however, that any Note
Owners' Auction Rate Interest Carryover (and
11
any interest accrued thereon) which is not yet due and payable on said Series
Payment Date shall be cancelled with respect to said 1999 Note that is to be
paid in full or deemed no longer outstanding under this Second Terms Supplement
on said Series Payment Date and shall not be paid on any succeeding Series
Payment Date. To the extent that any portion of the Note Owners' Auction Rate
Interest Carryover for a Series of 1999 Notes remains unpaid after payment of a
portion thereof, such unpaid portion of the Note Owners' Auction Rate Interest
Carryover shall be paid in whole or in part as required hereunder until fully
paid by the Trustee on the next occurring Series Payment Date or Dates, as
necessary, for a subsequent Series Interest Period or Periods for such Series if
and to the extent that the conditions in the second preceding sentence are
satisfied. On any Series Payment Date on which the Trustee pays only a portion
of the Note Owners' Auction Rate Interest Carryover on a 1999 Note of such
Series, the Trustee shall give written notice in the manner set forth in the
immediately preceding paragraph to the Note Owner of such 1999 Note receiving
such partial payment of the Note Owners' Auction Rate Interest Carryover
remaining unpaid on such 1999 Note.
The Note Interest Payment Date in such subsequent Series
Interest Period on which such Note Owners' Auction Rate Interest Carryover for a
Series of 1999 Notes shall be paid shall be determined by the Trustee in
accordance with the provisions of the immediately preceding paragraph, and the
Trustee shall make payment of the Note Owners' Auction Rate Interest Carryover
in the same manner as, and from the same Account from which, it pays interest on
the 1999 Notes on a Series Payment Date.
In the event that the Auction Agent no longer determines, or
fails to determine, when required, the Series Interest Rate with respect to a
Series of 1999 Notes, or, if for any reason such manner of determination shall
be held to be invalid or unenforceable, the Series Interest Rate for the next
succeeding Series Interest Period, which Period shall be an Auction Period for
such Series of 1999 Notes, shall be the Net Loan Rate as determined by the
Trustee (which is responsible for notifying the Auction Agent of such Net Loan
Rate), for such next succeeding Auction Period.
SECTION 2.5. SERIES INTEREST RATE.
SECTION 2.5.1. DETERMINING THE INTEREST RATE.
By purchasing 1999 Notes, whether in an Auction or otherwise,
each purchaser of the 1999 Notes or its Broker-Dealer, must agree and shall be
deemed by such purchase to have agreed (i) to participate in Auctions on the
terms described herein, (ii) to have its beneficial ownership of the 1999 Notes
maintained at all times in Book-Entry Form for the account of its Participant,
which in turn will maintain records of such beneficial ownership and (iii) to
authorize such Participant to disclose to the Auction Agent such information
with respect to such beneficial ownership as the Auction Agent may request.
So long as the ownership of a Series of 1999 Notes is
maintained in Book-Entry Form, an Existing Note Owner may sell, transfer or
otherwise dispose of 1999 Notes of such Series only pursuant to a Bid or Sell
Order placed in an Auction or otherwise sell, transfer or dispose of 1999 Notes
through a Broker-Dealer, provided that, in the case of all transfers other than
pursuant to Auctions, such Existing Note Owner, its Broker-Dealer or its
Participant advises
12
the Auction Agent of such transfer. Auctions shall be conducted on each Auction
Date, if there is an Auction Agent on such Auction Date, in the following manner
(such procedures to be applicable separately to each Series of the 1999 Notes):
(a) (i) Prior to the Submission Deadline on each
Auction Date relating to a Series of 1999 Notes:
(A) each Existing Note Owner of the
applicable Series of 1999 Notes may submit to a Broker-Dealer
by telephone or otherwise any information as to:
(1) the principal amount of Outstanding 1999
Notes of such Series, if any, owned by such Existing Note
Owner which such Existing Note Owner desires to continue to
own without regard to the Series Interest Rate for the next
succeeding Auction Period;
(2) the principal amount of Outstanding 1999
Notes of such Series, if any, which such Existing Note Owner
offers to sell if the Series Interest Rate for the next
succeeding Auction Period shall be less than the rate per
annum specified by such Existing Note Owner; and/or
(3) the principal amount of Outstanding 1999
Notes of such Series if any owned by such Existing Note Owner
which such Existing Note Owner offers to sell without regard
to the Series Interest Rate for the next succeeding Auction
Period;
and
(B) one or more Broker-Dealers may contact potential
Note Owners to determine the principal amount of 1999 Notes of
such Series which each potential Note Owner offers to
purchase, if the Series Interest Rate for the next succeeding
Auction Period shall not be less than the rate per annum.
specified by such potential Note Owner.
The statement of an Existing Note Owner or a potential Note
Owner referred to in (A) or (B) of this paragraph (i) is herein referred to as
an "Order," and each Existing Note Owner and each potential Note Owner placing
an Order is herein referred to as a "Bidder"; an order described in clause
(A)(1) is herein referred to as a "Hold Order"; an Order described in clauses
(A)(2) and (B) is herein referred to as a "Bid"; and an Order described in
clause (A)(3) is herein referred to as a "Sell Order."
(ii) (A) Subject to the provisions of
Section 2.5.1 (b) hereof, a Bid by an Existing Note Owner shall
constitute an irrevocable offer to sell:
(1) the principal amount of Outstanding
1999 Notes specified in such Bid if the Series Interest Rate
determined as provided in this Section 2.5.1 shall be less
than the rate specified therein; or
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(2) such principal amount, or a lesser
principal amount of Outstanding 1999 Notes to be
determined as set forth in Section 2.5.1(d)(i)(D) hereof, if
the Series Interest Rate determined as provided in this
Section 2.5.1 shall be equal to the rate specified therein; or
(3) such principal amount, or a lesser
principal amount of Outstanding 1999 Notes to be
determined as set forth in Section 2.5.1 (d)(ii)(C) hereof, if
the rate specified therein shall be higher than the Series
Interest Rate and Sufficient Bids have not been made.
(B) Subject to the provisions of Section
2.5.1 (b) hereof, a Sell Order by an Existing Note Owner shall
constitute an irrevocable offer to sell:
(1) the principal amount of Outstanding
1999 Notes specified in such Sell Order; or
(2) such principal amount or a lesser
principal amount of Outstanding 1999 Notes set forth in
Section 2.5.1 (d)(ii)(C) hereof, if Sufficient Bids have not
been made.
(C) Subject to the provisions of Section 2.5.1
(b) hereof, a Bid by a potential Note Owner shall constitute an
irrevocable offer to purchase:
(1) the principal amount of Outstanding
1999 Notes specified in such Bid if the Series Interest Rate
determined as provided in this Section 2.5.1 shall be higher
than the rate specified in such Bid; or
(2) such principal amount, or a lesser
principal amount of Outstanding 1999 Notes set
forth in Section 2.5.1 (d)(i)(E) hereof, if the Series
Interest Rate determined as provided in this Section 2.5.1
shall be equal to the rate specified in such Bid.
(b) (i) Each Broker-Dealer shall submit in writing to the
Auction Agent prior to the Submission Deadline of each Auction Date all Orders
obtained by such Broker-Dealer and shall specify with respect to each such
Order;
(A) the name of the Bidder placing such
Order;
(B) the aggregate principal amount and
Series of 1999 Notes that are the subject of such Order;
(C) to the extent that such Bidder is an
Existing Note Owner:
(1) the principal amount and Series of
1999 Notes, if any, subject to any Hold Order placed by such
Existing Note Owner:
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(2) the principal amount and Series of 1999
Notes, if any, subject to any Bid placed by such Existing Note
Owner and the rate specified in such Bid; and
(3) the principal amount and Series of 1999
Notes, if any, subject to any Sell Order placed by such
Existing Note Owner;
and
(D) (1) to the extent such Bidder is a
potential Note Owner, the rate specified in such potential
Note Owner's Bid.
(ii) If any rate specified in any Bid
contains more than three figures to the right of the decimal
point, the Auction Agent shall round such rate up to the next
higher one thousandth (.001) of one percent.
(iii) If an Order or orders covering all
Outstanding 1999 Notes of the applicable Series owned by an
Existing Note Owner is not submitted to the Auction Agent
prior to the Submission Deadline, the Auction Agent shall deem
a Hold Order to have been submitted on behalf of such Existing
Note Owner covering the principal amount of Outstanding 1999
Notes owned by such Existing Note Owner and not subject to an
Order submitted to the Auction Agent.
(iv) None of the Issuer, the Trustee nor the
Auction Agent shall be responsible for an failure of a
Broker-Dealer to submit an Order to the Auction Agent on
behalf of any Existing Note Owner or potential Note Owner.
(v) If any Existing Note Owner submits
through a Broker-Dealer to the Auction Agent one or more
Orders covering in the aggregate more than the principal
amount of the Series of Outstanding 1999 Notes owned by such
Existing Note Owner, such Orders shall be considered valid as
follows and in the following order of priority:
(A) All Hold Orders shall be considered
valid, but only up to the aggregate principal amount of the
Series of Outstanding 1999 Notes owned by such Existing Note
Owner, and if the aggregate principal amount of the Series of
1999 Notes subject to such Hold Orders exceeds the aggregate
principal amount of the Series of 1999 Notes owned by such
Existing Note Owner, the aggregate principal amount of the
Series of Notes subject to each such Hold Order shall be
reduced pro rata so that the aggregate principal amount of the
Series of 1999 Notes subject to such Hold Order equals the
aggregate principal amount of the Series of Outstanding 1999
Notes owned by such Existing Note Owner.
(B) (1) any Bid shall be considered valid up
to an amount equal to the excess of the principal amount of
the Series of Outstanding 1999 Notes owned by such Existing
Note Owner over the aggregate principal amount of the Series
of 1999 Notes subject to any Hold Order referred to in clause
(A) of this paragraph (v);
15
(2) subject to subclause (1) of this clause
(B), if more than one Bid with the same rate is submitted on
behalf of such Existing Note Owner and the aggregate principal
amount of the Series of Outstanding 1999 Notes subject to such
Bids is greater than such excess, such Bids shall be
considered valid up to an amount equal to such excess;
(3) subject to subclauses (1) and (2) of
this clause (B), if more than one Bid with different rates are
submitted on behalf of such Existing Note Owner, such Bids
shall be considered valid first in the ascending order of
their respective rates until the highest rate is reached at
which such excess exists and then at such rate up to the
amount of such excess; and
(4) in any such event, the amount of
Outstanding 1999 Notes, if any, subject to Bids not valid
under this clause (B) shall be treated as the subject of a Bid
by a potential Note Owner at the rate therein specified; and
(C) All Sell Orders shall be considered
valid up to an amount equal to the excess of the principal
amount of the Series of Outstanding 1999 Notes owned by such
Existing Note Owner over the aggregate principal amount of the
Series of 1999 Notes subject to Hold Orders referred to in
clause (A) of this paragraph (v) and valid Bids referred to in
clause (B) of this paragraph (v).
(vi) If more than one bid for a Series of
1999 Notes is submitted on behalf of any potential Note Owner,
each Bid submitted shall be a separate Bid with the rate and
principal amount therein specified.
(vii) An Existing Note Owner of a Series of
1999 Notes that offers to purchase additional 1999 Notes of
the same Series is, for purposes of such offer treated as a
potential Note Owner.
(viii) Any Bid or Sell Order submitted by an
Existing Note Owner covering an aggregate principal amount of
1999 Notes not equal to an Authorized Denomination shall be
rejected and shall be deemed a Hold Order. Any Bid submitted
by a potential Note Owner covering an aggregate principal
amount of 1999 Notes not equal to an Authorized Denomination
shall be rejected.
(ix) Any Bid specifying a rate higher than
the Maximum Auction Rate will (a) be treated as a Sell Order
if submitted by an Existing Note Owner and (b) not be accepted
if submitted by a potential Note Owner.
(x) Any Bid submitted by an Existing Note
Owner or a potential Note Owner specifying a rate lower than
the All Hold Rate shall be treated as a Bid specifying the All
Hold Rate.
(xi) Any Order submitted in an Auction by
Broker-Dealer to the Auction Agent at the Submission Deadline
on an Auction Date shall be irrevocable.
16
(c) (i) Not earlier than the Submission Deadline on each
Auction Date, the Auction Agent shall assemble all valid Orders submitted or
deemed submitted to it by the Broker-Dealers (each such Order as submitted or
deemed submitted by a Broker-Dealer being herein referred to individually as a
"Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the
case may be, or as a "Submitted Order," and collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine for the applicable Series of 1999 Notes:
(A) the excess of the total principal amount
of Outstanding 1999 Notes of such Series over the sum of the
aggregate principal amount of Outstanding 1999 Notes of such
Series subject to Submitted Hold Orders (such excess being
herein referred to as the "Available 1999 Notes of such
Series"), and
(B) from the Submitted Orders whether:
(1) the aggregate principal amount of
Outstanding 1999 Notes of such Series subject to Submitted
Bids by potential Note Owners specifying one or more rates
equal to or lower than the Maximum Auction Rate;
exceeds or is equal to the sum of:
(2) the aggregate principal amount of
Outstanding 1999 Notes of such Series subject to Submitted
Bids by Existing Note Owners specifying one or more rates
higher than the Maximum Auction Rate; and
(3) the aggregate principal amount of
Outstanding 1999 Notes of such Series subject to submitted
Sell Orders;
(in the event such excess or such equality exists other than because
all of the Outstanding 1999 Notes of such Series are subject to
Submitted Hold Orders, such Submitted Bids described in subclause (1)
above shall be referred to collectively as "Sufficient Bids"; and
(C) if Sufficient Bids exist, the "Bid
Auction Rate", which shall be the lowest rate specified
in such Submitted Bids such that if:
(1) (x) each Submitted Bid from Existing
Note Owners specifying such lowest rate and (y) all other
Submitted Bids from Existing Note Owners specifying lower
rates were rejected thus entitling such Existing Note Owners
to continue to own the principal amount of 1999 Notes subject
to such Submitted Bids; and
(2) (x) each such Submitted Bid from
potential Note Owners specifying such lowest rate and (y) all
other Submitted Bids from potential Note Owners specifying
lower rates were accepted;
the result would be that such Existing Note Owners described in
subclause (1) above would continue to own an aggregate principal amount
of Outstanding 1999 Notes of the applicable Series which, when added to
the aggregate principal amount of Outstanding
17
1999 Notes of such Series to be purchased by such potential Note
Owners described in subclause (2) above, would equal not less than the
Available 1999 Notes of such Series.
(ii) Promptly after the Auction Agent has
made the determinations pursuant to Section 2.5.1 (c)(i)
hereof, the Auction Agent shall advise the Trustee of the Net
Loan Rate the Maximum Auction Rate and the All Hold Rate and
the components thereof on the Auction Date and, based on such
determinations, the Auction Rate for the next succeeding
Series Interest Period for such Series of 1999 Notes as
follows:
(A) if Sufficient Bids exist, that the
Auction Rate for the next succeeding Series Interest Period
for such Series shall be equal to the Bid Auction Rate so
determined;
(B) if Sufficient Bids do not exist (other
than because all of the Outstanding 1999 Notes of such Series
are subject to Submitted Hold Orders), that the Auction Rate
for the next succeeding Series Interest Period shall be equal
to the Maximum Auction Rate, or
(C) if all Outstanding 1999 Notes of such
Series are subject to Submitted Hold Orders, that the Auction
Rate for the next succeeding Series Interest Period shall be
equal to the All Hold Rate.
(iii) Promptly after the Auction Agent has
determined the Auction Rate, the Auction Agent shall determine
and advise the Trustee of the applicable Series Interest Rate,
which rate shall be the lesser of (a) the Auction Rate and (b)
the Net Loan Rate; provided, however, that in no event shall
the Series Interest Rate exceed the Series Interest Rate
Limitation.
(d) Existing Note Owners of the applicable Series shall
continue to own the principal amount of 1999 Notes of such Series that are
subject to Submitted Hold Orders. If the Net Loan Rate is equal to or greater
than the Bid Auction Rate and if Sufficient Bids have been received by the
Auction Agent, the Bid Auction Rate will be the Series Interest Rate, and
Submitted Bids and Submitted Sell Orders will be accepted or rejected and the
Auction Agent will take such other action as described below in subparagraph
(i).
If the Net Loan Rate is less than the Auction Rate, the Net
Loan Rate will be the Series Interest Rate. If the Auction Rate and the Net Loan
Rate are both greater than the Series Interest Rate Limitation, the Series
Interest Rate shall be equal to the Series Interest Rate Limitation. If the
Auction Agent has not received Sufficient Bids (other than because all of the
Outstanding 1999 Notes are subject to Submitted Hold Orders), the Series
Interest Rate will be the lesser of the Maximum Auction Rate and the Net Loan
Rate. In any of the cases described above, Submitted Orders will be accepted or
rejected and the Auction Agent will take such other action as described below in
subparagraph (ii).
(1) if Sufficient Bids have been made and
the Net Loan Rate is equal to or greater than the Bid Auction
Rate (in which case the Series Interest Rate shall be the Bid
Auction Rate), all Submitted Sell Orders shall be accepted and
subject to the
18
provisions of paragraphs (iv) and (v) of this Section 2.5.1 (d),
Submitted Bids shall be accepted or rejected as follows in the
following order of priority, and all other Submitted Bids shall be
rejected:
(A) Existing Note Owners' Submitted Bids
specifying any rate that is higher than the Series Interest Rate
shall be accepted, thus requiring each such Existing Note
Owner to sell the aggregate principal amount of 1999 Notes subject to
such Submitted Bids;
(B) Existing Note Owners' Submitted Bids
specifying any rate that is lower than the Series Interest Rate shall
be rejected, thus entitling each such Existing Note Owner to continue
to own the aggregate principal amount of 1999 Notes subject to such
Submitted Bids;
(C) Potential Note Owners' Submitted Bids
specifying any rate that is lower than the Series Interest Rate shall
be accepted;
(D) Each Existing Note Owners' Submitted Bid
specifying a rate that is equal to the Series Interest Rate shall
be rejected, thus entitling such Existing Note Owner to continue to
own the aggregate principal amount of 1999 Notes subject to such
Submitted Bid, unless the aggregate principal amount of
Outstanding 1999 Notes subject to all such Submitted Bids shall be
greater than the principal amount of 1999 Notes of the applicable
Series (the "remaining principal amount") equal to the excess of the
Available 1999 Notes of such Series over the aggregate principal amount
of 1999 Notes of such Series subject to Submitted Bids described in
clauses (B) and (C) of this Section 2.5.1 (d) (i), in which event such
Submitted Bid of such Existing Note Owner shall be rejected in part,
and such Existing Note Owner shall be entitled to continue to own the
principal amount of 1999 Notes subject to such Submitted Bid, but only
in an amount equal to the aggregate principal amount of 1999 Notes of
such Series obtained by multiplying the remaining principal amount by a
fraction, the numerator of which shall be the principal amount of
Outstanding 1999 Notes of such Series owned by such Existing Note Owner
subject to such Submitted Bid and the denominator of which shall be the
sum of the principal amount of Outstanding 1999 Notes of such Series
subject to such Submitted Bids made by all such Existing Note Owners
that specified a rate equal to the Series Interest Rate; and
(E) Each potential Note Owner's Submitted Bid
specifying a rate that is equal to the Series Interest Rate shall be
accepted, but only in an amount equal to the principal amount of
1999 Notes of the applicable Series obtained by multiplying the
excess of the aggregate principal amount of Available 1999 Notes of
such Series over the aggregate principal amount of 1999
Notes of such Series subject to Submitted Bids described in clauses
(B), (C) and (D) of this Section 2.5.1 (d) (i) by a fraction the
numerator of which shall be the aggregate principal amount of
Outstanding 1999 Notes of such Series subject to such Submitted Bid and
the denominator of which shall be the sum of the principal amount of
Outstanding 1999 Notes of such Series subject to Submitted Bids made by
all such potential Note Owners that specified a rate equal to the
Series Interest Rate.
19
(ii) If Sufficient Bids have not been made (other than because
all of the Outstanding 1999 Notes of the applicable Series are subject
to submitted Hold Orders), or if the Net Loan Rate is less than the Bid
Auction Rate (in which case the Series Interest Rate shall be the Net
Loan Rate), or if the Series Interest Rate Limitation applies subject
to the provisions of Section 2.5.1 (d)(iv) hereof, Submitted Orders
shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids shall be rejected:
(A) Existing Note Owners' Submitted Bids specifying any rate
that is equal to or lower than the Series Interest Rate shall be
rejected, thus entitling such Existing Note Owners to continue to own
the aggregate principal amount of 1999 Notes subject to such Submitted
Bids;
(B) Potential Note Owners' Submitted Bids specifying (1) any
rate that is equal to or lower than the Series Interest Rate shall be
accepted and (2) any rate that is higher than the Series Interest Rate
shall be rejected; and
(C) each Existing Note Owner's Submitted Bid specifying any
rate that is higher than the Series Interest Rate and the Submitted
Sell Order of each Existing Note Owner shall be accepted, thus
entitling each Existing Note Owner that submitted any such Submitted
Bid or Submitted Sell Order to sell the 1999 Notes subject to such
Submitted Bid or Submitted Sell Order, but in both cases only in an
amount equal to the aggregate principal amount of 1999 Notes of the
applicable Series obtained by multiplying the aggregate principal
amount of 1999 Notes subject to Submitted Bids described in clause (B)
of this Section 2.5.1 (d) (ii) by a fraction, the numerator of which
shall be the aggregate principal amount of Outstanding 1999 Notes of
such Series owned by such Existing Note Owner subject to such submitted
Bid or Submitted Sell Order and the denominator of which shall be the
aggregate principal amount of Outstanding 1999 Notes of such Series
subject to all such Submitted Bids and Submitted Sell Orders.
(iii) If all Outstanding 1999 Notes of such Series are subject
to Submitted Hold Orders all Submitted Bids shall be rejected.
(iv) If, as a result of the procedures described in paragraph
(i) or (ii) of this Section 2.5.1 (d), any Existing Note Owner would be
entitled or required to sell, or any potential Note Owner would be
entitled or required to purchase a principal amount of 1999 Notes of
the applicable Series that is not equal to an Authorized Denomination,
the Auction Agent shall, in such manner, as in its sole discretion it
shall determine, round up or down the principal amount of 1999 Notes to
be purchased or sold by any Existing Note Owner or potential Note Owner
so that the principal amount of 1999 Notes purchased or sold by each
Existing Note Owner or potential Note Owner shall be equal to an
Authorized Denomination or an integral multiple of $50,000 in excess
thereof.
(v) If, as a result of the procedures described in paragraph
(ii) of this Section 2.5.1 (d), any potential Note Owner would be
entitled or required to purchase less than an Authorized Denomination
of 1999 Notes of the applicable Series,
20
the Auction Agent shall, in such manner as in its sole discretion it
shall determine, allocate 1999 Notes of such Series for purchase among
potential Note Owners so that only 1999 Notes in Authorized
Denominations or integral multiples of $50,000 in excess thereof are
purchased by any potential Note Owner, even if such allocation results
in one or more of such potential Note Owners not purchasing an 1999
Notes.
(e) Based on the result of each Auction, the Auction Agent
shall determine the aggregate principal amount of 1999 Notes of the applicable
Series to be purchased and the aggregate principal amount of 1999 Notes of the
applicable Series to be sold by potential Note Owners and Existing Note Owners
on whose behalf each Broker-Dealer submitted Bids or Sell Orders and with
respect to each Broker-Dealer to the extent that such aggregate principal amount
of 1999 Notes to be sold differs from such aggregate principal amount of 1999
Notes to be purchased, determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers such Broker-Dealer shall deliver or from which
other Broker-Dealer or Broker-Dealers acting for one or more sellers such
Broker-Dealer shall receive, as the case may be, 1999 Notes.
(f) Any calculation by the Auction Agent, or the Trustee, as
applicable, of the Series Interest Rate, One-Month LIBOR, Three-Month LIBOR, the
Maximum Auction Rate, the All Hold Rate, the Net Loan Rate and the Non-Payment
Rate shall, in the absence of manifest error, be binding on all other parties.
(g) PAYMENT DEFAULTS The Trustee shall determine not later
than 2:00 p.m., in eastern time, on the Business Day next succeeding a Note
Interest Payment Date, whether a Payment Default has occurred. If a Payment
Default has occurred, the Trustee shall, not later than 2:15 p.m., in eastern
time, on such Business Day, send a notice thereof in substantially the form of
Exhibit B attached hereto to the Auction Agent, by telecopy or similar means
and, if such Payment Default is cured, the Trustee shall immediately send a
notice in substantially the form of Exhibit C attached hereto to the Auction
Agent by telecopy or similar means.
SECTION 2.5.2. CALCULATION OF MAXIMUM AUCTION RATE, ALL HOLD
RATE, NET LOAN RATE, ONE-MONTH LIBOR, THREE-MONTH LIBOR AND NON-PAYMENT RATE.
The Issuer shall calculate the Net Loan Rate and inform the Auction Agent
thereof in writing no later than the Business Day preceding each Auction Date.
The Auction Agent shall calculate the Net Loan Rate, the Maximum Auction Rate,
the All Hold Rate and One-Month LIBOR or Three-Month LIBOR, as the case may be,
on each Auction Date and shall notify the Trustee and the Issuer and the
Broker-Dealers of the Net Loan Rate, the Maximum Auction Rate, the All Hold Rate
and One-Month LIBOR or Three-Month LIBOR, as the case may be, as provided in the
Auction Agency Agreement. If the ownership of the 1999 Notes is no longer
maintained in Book-Entry Form by the Securities Depository, the Trustee shall
calculate the Maximum Auction Rate, and the Issuer will report to the Trustee in
writing the Net Loan Rate, on the Business Day immediately preceding the first
day of each Series Interest Period commencing after the delivery of certificates
representing the 1999 Notes pursuant to Section 2.15 of the Trust Agreement. If
a Payment Default shall have occurred, the Trustee shall calculate the
Non-Payment Rate on the Series Rate Determination Date for (i) each Series
Interest Period commencing after the occurrence and during the continuance of
such Payment Default and (ii) any Series Interest Period commencing less than
two Business Days after the cure of any Payment Default. The
21
Auction Agent shall determine One-Month LIBOR or Three-Month LIBOR, as
applicable, for each Series Interest Period other than the Series Initial
Interest Period; provided, that if the ownership of the 1999 Notes is no longer
maintained in Book-Entry Form, or if a Payment Default has occurred, then the
Trustee shall determine One-Month LIBOR or Three-Month LIBOR, as applicable, for
each such Series Interest Period. The determination by the Trustee or the
Auction Agent, as the case may be, of One-Month LIBOR or Three-Month LIBOR, as
applicable, shall (in the absence of manifest error) be final and binding upon
all parties. If calculated or determined by the Auction Agent, the Auction Agent
shall promptly advise the Trustee and the Issuer of One-Month LIBOR or
Three-Month LIBOR, as applicable.
SECTION 2.5.3. Notification of Rates, Amounts and Note
Interest Payment Dates.
(a) Certain notices are to be given as described below.
(b) Promptly after the Closing Date and after the beginning of
each subsequent Series Interest Period, and in any event at least 10 days prior
to any Series Payment Date, as the case may be, the Trustee shall confirm with
the Auction Agent so long as no Payment Default has occurred and is continuing
and the ownership of the 1999 Notes is maintained in Book-Entry Form by the
Securities Depository (1) the date of such next Note Interest Payment Date and
(2) the amount payable to the Auction Agent on the Auction Date pursuant to
Section 2.5.2(b) hereof.
If any day scheduled to be a Series Payment Date shall be
changed after the Trustee shall have given the notice or confirmation referred
to in the preceding sentence, the Trustee shall, not later than 9:15 a.m.,
eastern time, on the Business Day next preceding the earlier of the new Series
Payment Date or the old Series Payment Date, by such means as the Trustee deems
practicable, give notice of such change to the Auction Agent, so long as no
Payment Default has occurred and is continuing and the ownership of the 1999
Notes is maintained in Book-Entry Form by the Securities Depository.
SECTION 2.5.4. Auction Agent.
(a) IBJ Whitehall Bank & Trust Company is hereby appointed as
Initial Auction Agent to serve as agent for the Issuer in connection with
Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed,
to enter into the initial Auction Agency Agreement with IBJ Whitehall Bank &
Trust Company as the initial Auction Agent. Any substitute Auction Agent shall
be (i) a bank, national banking association or trust company duly organized
under the laws of the United States of America or any state or territory thereof
having its principal place of business in the Borough of Manhattan, New York, or
such other location as approved by the Trustee and the Market Agent in writing
and having a combined capital stock or surplus of at least $50,000,000, or (ii)
a member of the National Association of Securities Dealers, Inc. having a
capitalization of at least $50,000,000, and, in either case, authorized by law
to perform all the duties imposed upon it hereunder and under the Auction Agency
Agreement. The Auction Agent may, at any time, resign and be discharged of the
duties and obligations created by this Second Terms Supplement by giving at
least 90 days, notice to the Trustee, the Issuer, the Market Agent. The Auction
Agent may be removed at any time by the
22
Trustee upon the written direction of the Note Owners of 66-2/3% of the
aggregate principal amount of the 1999 Notes (and any subsequently issued Series
of Notes, but in no event less than 66-2/3% of the aggregate principal amount of
any Senior Notes) then outstanding, by an instrument signed by such Note Owners
or their attorneys and filed with the Auction Agent, the Issuer, the Market
Agent and the Trustee upon at least 90 days, notice. Neither resignation nor
removal of the Auction Agent pursuant to the preceding two sentences shall be
effective until and unless a Substitute Auction Agent has been appointed and has
accepted such appointment. If required by the Issuer or the Market Agent, with
the Trustee's consent, a substitute Auction Agency Agreement shall be entered
into with a substitute Auction Agent. Notwithstanding the foregoing, the Auction
Agent may terminate the Auction Agency Agreement if, within 25 days after
notifying the Trustee, the Issuer, and the Market Agent in writing that it has
not received payment of any Auction Agent Fee due it in accordance with the
terms of the Auction Agency Agreement, the Auction Agent does not receive such
payment.
(b) If the Auction Agent shall resign or be removed or be
dissolved, or if the property or affairs of the Auction Agent shall be taken
under the control of any state or federal court or administrative body because
of bankruptcy or insolvency or for any other reason, the Trustee, at the
direction of the Issuer (after receipt of a certificate from the Market Agent
confirming that any proposed Substitute Auction Agent meets the requirements
described in the immediately preceding paragraph), shall use its best efforts to
appoint a substitute Auction Agent.
(c) The Auction Agent is acting as agent for the Issuer in
connection with Auctions. In the absence of bad faith or negligence on its part,
the Auction Agent shall not be liable for any action taken, suffered or omitted
in good faith or for any error of judgment made by it in the performance of its
duties under the Auction Agency Agreement. The Auction Agent shall not be liable
for any error of judgment made in good faith unless the Auction Agent shall have
been negligent in ascertaining the pertinent facts.
(d) In the event of a change in the Auction Agent Fee Rate
pursuant to of the Auction Agency Agreement, the Auction Agent shall give a
Notice of Fee Rate Change to the Trustee and the Issuer in accordance with the
Auction Agency Agreement.
SECTION 2.5.5. BROKER-DEALERS.
(a) The Auction Agent will enter into a Broker-Dealer
Agreement with Xxxxxxx Xxxxx Xxxxxx Inc. as the initial Broker-Dealer. An
Authorized Officer of the Issuer may, from time to time, approve one or more
additional persons to serve as Broker-Dealers under Broker-Dealer Agreements and
shall be responsible for providing such Broker-Dealer Agreements to the Trustee
and the Auction Agent, provided, however that while Xxxxxxx Xxxxx Barney Inc. is
serving as a Broker-Dealer, Xxxxxxx Xxxxx Xxxxxx Inc. shall have the right to
consent to the approval of any additional Broker-Dealers which consent will not
be unreasonably withheld. The Auction Agent shall have entered into a
Broker-Dealer Agreement with each Broker-Dealer prior to the participation of
any such Broker-Dealer in any Auction.
23
(b) Any Broker-Dealer may be removed at any time at the
request of an Authorized Officer of the Issuer, but there shall, at all times,
be at least one Broker-Dealer appointed and acting as such.
SECTION 2.5.6. CHANGES IN AUCTION PERIOD OR PERIODS.
(a) While any of the 1999 Notes are Outstanding, the Issuer
may, from time to time, convert the length of one or more Auction Periods (an
"Auction Period Adjustment") in order to conform with then current market
practice with respect to similar securities or to accommodate economic and
financial factors that may affect or be relevant to the length of the Auction
Period and the Series Interest Rate borne by the 1999 Notes. The Issuer shall
not initiate an Auction Period Adjustment unless it shall have received the
written consent of the Market Agent, which consent shall not be unreasonably
withheld, not less than three days nor more than 20 days prior to the effective
date of an Auction Period Adjustment. The Issuer shall initiate the Auction
Period Adjustment by giving written notice by Issuer Order to the Trustee, the
Auction Agent, the Market Agent and the Securities Depository in substantially
the form of, or containing substantially the information contained in, Exhibit D
to this Second Terms Supplement at least 10 days prior to the Auction Date for
such Auction Period.
(b) Any such adjusted Auction Period shall not be less than 7
days nor more than 365 days.
(c) An Auction Period Adjustment shall take effect only if (A)
the Trustee and the Auction Agent receive, by 11:00 a.m., in eastern time, on
the Business Day before the Auction Date for the first such Auction Period, an
Issuer's Certificate in substantially the form attached as, or containing
substantially the same information contained in, Exhibit E to this Second Terms
Supplement, authorizing the Auction Period Adjustment specified in such
certificate along with a copy of the written consent of the Market Agent
described above in subparagraph (a) above and (B) Sufficient Bids exist as of
the Auction on the Auction Date for such first Auction Period. If the condition
referred to in (A) above is not met, the Series Interest Rate for the next
Auction Period shall be determined pursuant to the above provisions of this
Section 2.5 and the Auction Period shall be the Auction Period determined
without reference to the proposed change. If the condition referred to in (A) is
met but the condition referred to in (B) above is not met, the Series Interest
Rate for the next Auction Period shall be the lesser of the Maximum Auction Rate
and the Net Loan Rate and the Auction Period shall be the Auction Period
determined without reference to the proposed change. In connection with any
Auction Period Adjustment the Auction Agent shall provide such further notice to
such parties as is specified in Section 2.5 of the Auction Agency Agreement.
SECTION 2.5.7. CHANGES IN THE AUCTION DATE. The Market Agent,
with the written consent of an Authorized Officer of the Issuer, may specify an
earlier Auction Date (but in no event more than five Business Days earlier) than
the Auction Date that would otherwise be determined in accordance with the
definition of "Auction Date" in Section 1.1 of this Second Terms Supplement with
respect to one or more specified Auction Periods in order to conform with then
current market practice with respect to similar securities or to accommodate
economic
24
and financial factors that may affect or be relevant to the day of the week
constituting an Auction Date and the Series Interest Rate borne on the 1999
Notes. The Market Agent shall deliver a written request for consent to such
change in the Auction Date to the Issuer not less than three days nor more than
20 days prior to the effective date of such change together with a certificate
demonstrating the need for change in reliance on such factors. The Market Agent
shall provide notice of its determination to specify an earlier Auction Date for
one or more Auction Periods by means of a written notice delivered at least 10
days prior to the proposed changed Auction Date to the Trustee, the Auction
Agent, the Issuer an the Securities Depository. Such notice shall be
substantially in the form, of or contain substantially the information'
contained in Exhibit F to this Second Terms Supplement.
In connection with any change described in this Section 2.5.7,
the Auction Agent shall provide such further notice to such parties as is
specified in Section 2.5 of the Auction Agency Agreement.
SECTION 2.6. ADDITIONAL PROVISIONS REGARDING THE SERIES
INTEREST RATES ON THE 1999 Notes. The determination of a Series Interest Rate by
the Auction Agent or any other Person pursuant to the provisions of the
applicable Section of this Article II shall be conclusive and binding on the
Note Owners of the Series of 1999 Notes to which such Series Interest Rate
applies, and the Issuer and the Trustee may rely thereon for all purposes.
In no event shall the cumulative amount of interest paid or
payable on a Series of 1999 Notes (including interest calculated as provided
herein, plus any other amounts that constitute interest on the 1999 Notes of
such Series under applicable law, which are contracted for charged, reserved,
taken, or received pursuant to the 1999 Notes of such Series or related
documents) calculated from the date of issuance of the 1999 Notes of such Series
through any subsequent day during the term of the 1999 Notes of such Series or
otherwise prior to payment in full of the 1999 Notes of such Series exceed the
amount permitted by applicable law. If the applicable law is ever judicially
interpreted so as to render usurious any amount called for under the 1999 Notes
of such Series or related documents or otherwise contracted for, charged,
reserved, taken or received in connection with the 1999 Notes of such Series, or
if the acceleration of the maturity of the 1999 Notes of such Series results in
payment to or receipt by the Note Owner or any former Note Owner of the 1999
Notes of such Series of any interest in excess of that permitted by applicable
law, then, notwithstanding any provision of the 1999 Notes of such Series or
related documents to the contrary, all excess amounts theretofore paid or
received with respect to the 1999 Notes of such Series shall be credited on the
principal balance of the 1999 Notes of such Series (or, if the 1999 Notes of
such Series have been paid or would thereby be paid in full, refunded by the
recipient thereof), and the provisions of the 1999 Notes of such Series and
related documents shall automatically and immediately be deemed paid and the
amounts thereafter collectible hereunder and thereunder reduced, without the
necessity of the execution of any new document, so as to comply with the
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for under the 1999 Notes of such Series and under the related documents.
SECTION 2.7. QUALIFICATIONS OF MARKET AGENT. The Market Agent
shall be a member of the National Association of Securities Dealers, Inc., have
a capitalization of at least $50,000,000 and be authorized by law to perform all
the duties imposed upon it by this
25
Second Terms Supplement. The Market Agent may resign and be discharged of the
duties and obligation created by this Second Terms Supplement by giving at least
30 days' notice to the Issuer and the Trustee, provided that such resignation
shall not be effective until the appointment of a successor market agent by the
Issuer and the acceptance of such appointment by such successor market agent.
The Market Agent may be replaced at the direction of the Issuer by an instrument
signed by an Authorized Officer of the Issuer, filed with the Market Agent and
the Trustee at least 30 days before the effective date of such replacement,
provided that such replacement shall not be effective until the appointment of a
successor Market Agent by the Issuer and the acceptance of such appointment by
such successor Market Agent.
In the event that the Market Agent shall be removed or be
dissolved, or if the property or affairs of the Market Agent shall be taken
under the control of any state or federal court or administrative body because
of bankruptcy or insolvency, or for any other reason, and there is no Market
Agent and the Issuer shall not have appointed its successor as Market Agent, the
Trustee, notwithstanding the provisions of the first paragraph of this Section,
shall be deemed to be the Market Agent for all purposes of this Second Terms
Supplement until the appointment by the Issuer of the successor Market Agent.
Nothing in this Section shall be construed as conferring on the Trustee
additional duties other than as set forth herein.
ARTICLE III.
DISTRIBUTIONS
SECTION 3.1. DISTRIBUTIONS OF INTEREST AND PRINCIPAL. The
Trustee shall make distributions from and to the several Trust Accounts in the
manner provided for in the Trust Agreement.
On the first Business Day of each calendar quarter after
December 1, 2003 ( or such later date to which the Recycling Period is extended
upon receipt of a Rating Confirmation), the Issuer shall determine the amounts
on deposit in the Revenue Account and the Loan Account which will be available
for distribution after payment of the amounts required to be paid in Section
5.3(B)(FIRST) through (EIGHTH) of the Trust Agreement, and shall apply such
remaining amounts as follows and in the following order of priority (subject to
any Supplemental Trust Agreement with respect to Additional Notes providing for
a priority for such Additional Notes):
(i) to pay principal on 1999 Series A-5
Notes in integral multiples of $50,000;
(ii) to pay principal on 1999 Series A-6
Notes in integral multiples of $50,000;
The Issuer shall notify the Trustee (not later than 30 days, or such lesser
period as the Trustee shall determine to be acceptable, prior to the applicable
Series Payment Date) of the amount that will be applied to the payment of
principal of each Series of Notes and the Series Payment Dates occurring during
such calendar quarter on which such principal shall be paid.
26
SECTION 3.2. SELECTION OF NOTES TO RECEIVE PAYMENTS OF
PRINCIPAL. With respect to the Series of Notes entitled to receive payments of
principal, the specific Notes of such Series that will receive payments of
principal on each applicable Note Interest Payment Date will be selected no
later than 15 days prior to the related Series Payment Date by the Securities
Depository, pursuant to the Note Depository Agreement entered into with respect
to the 1999, Notes by lot in such manner as the Securities Depository in its
discretion may determine and which may provide for the selection for payment of
principal in minimum denominations of $50,000, and integral multiples in excess
thereof.
Notice of the specific Notes to receive payments of principal
is to be given by the Trustee by first-class mail, postage prepaid, mailed not
less than 15 days but no more than 30 days before the applicable Note Interest
Payment Date at the address of the applicable Note Owner appearing on the
registration books. Any defect in or failure to give such mailed notice shall
not affect the validity of proceedings for the payment of any other Notes not
affected by such failure or defect. All notices of payment are to state (i) the
applicable Series Payment Date, (ii) the amount of principal to be paid, and
(iii) the specific Notes of such Series to be paid.
The Trustee shall notify in writing, substantially in the form
of Exhibit D to the Auction Agency Agreement, the Auction Agent when any notice
of principal payment of Notes is sent to the Securities Depository not later
than 11: 00 a.m. on the date such notice is sent.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.1. AUTHORITY FOR THIS SECOND TERMS SUPPLEMENT. This
Second Terms Supplement is adopted pursuant to the provisions of the Trust
Agreement.
SECTION 4.2. COUNTERPARTS. This Second Terms Supplement may be
simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
SECTION 4.3. SECOND TERMS SUPPLEMENT CONSTITUTES A SECURITY
AGREEMENT. This Second Terms Supplement constitutes a security agreement for the
purposes of the Uniform Commercial Code.
SECTION 4.4. GOVERNING LAW. This Second Terms Supplement shall
be governed by and construed in accordance with the laws of the State of
Indiana.
SECTION 4.5. RATIFICATION OF TRUST AGREEMENT. As supplemented
by this Second Terms Supplement, the Trust Agreement is, in all respects,
ratified and confirmed, and the Trust Agreement as so supplemented by this
Second Terms Supplement shall be read taken and construed as one and the same
instrument. Each addition to and amendment of the Trust Agreement contained
herein is solely for purposes of the 1999 Notes and shall have no effect on any
other Series of Notes issued pursuant to the Trust Agreement. If any term of
this Second Terms Supplement conflicts with any term of the Trust Agreement,
this Second Terms Supplement shall control for purposes of the 1999 Notes.
27
SECTION 4.6. RECYCLING PERIOD. Absent receipt of Rating
Confirmations permitting otherwise, during the recycling period which ends
December 1, 2003, amounts representing the proceeds of the 1998 Notes or the
1999 Notes shall only be applied to the financing of Eligible Loans with the
following characteristics:
(1) the percentage of recycled Loans that
are consolidation Loans shall not exceed 20%;
(2) the percentage of recycled Loans that
are made to students of two-year schools or proprietary
schools shall not exceed 10%;
(3) the percentage of recycled Loans that
are unsubsidized Xxxxxxxx loans not in repayment status shall
not exceed 10%; and
(4) the provisions of Section 6.7(B)(4)(i)
of the Trust Agreement notwithstanding, such proceeds may be
applied to the financing of Loans originated after July 1,
1998, provided that the percentage of recycled Loans that are
originated after July 1, 1998 shall not exceed 40% of all such
recycled Loans.
28
IN WITNESS WHEREOF, the parties hereto have caused this Second
Terms Supplement to be duly executed as of the day and year first above written.
EMT CORP.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
NBD Bank, N.A., not in its individual capacity
but solely as Trustee,
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
29
EXHIBIT A
[FORM OF 1999 NOTES]
EMT CORP.
STUDENT LOAN ASSET-BACKED NOTES
AUCTION RATE SECURITIES
[1999 SENIOR SERIES A-__]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
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.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
NOTE, AGREES THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WHICH
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR TO AN INSTITUTIONAL "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A)(1), (2),(3) OR (7) OF REGULATION D PROMULGATED UNDER THE
ACT, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT.
THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL
AGENCY.
NO. A-_-_
$____________
FINAL DATED INTEREST
SERIES MATURITY DATE RATE CUSIP
------ -------- ---- ---- -----
A-l
DATE
auction rate as
herein provided
REGISTERED NOTE OWNER: CEDE & CO.
------------------------------------------------------
PRINCIPAL AMOUNT:
-------------------------------------------------------------
A-2
EMT Corp., an Indiana corporation (the "Issuer"), for value
received, promises to pay, from the sources herein described, to the registered
Note Owner identified above or registered assigns upon presentation and
surrender hereof at the designated Trust Office of NBD Bank, N.A., as Trustee,
or at the designated office of any successor, the Principal Amount identified
above on the Final Maturity Date identified above, and to pay to the registered
Note Owner hereof, interest and principal hereon in lawful money of the United
States of America at the Series Interest Rate on the dates as provided herein.
Unless otherwise defined in this 1999 Note, capitalized terms used in this 1999
Note shall have the respective meanings given to such terms in the Trust
Agreement dated as of May 15, 1998, as amended and supplemented to January 1,
1999, including by the Second Terms Supplement dated as of January 1, 1999,
(the "Second Terms Supplement" and, together, the "Trust Agreement") between the
Issuer and such Trustee.
This 1999 Note is one of a duly authorized issue of notes of
the Issuer designated as EMT Corp. Student Loan Asset-Backed Notes Auction Rate
Securities, [1999 Senior Series A-__]" (herein referred to by specific Series as
the "1999 Series _______ Notes" and collectively with certain other Notes issued
simultaneously therewith, as the "1999 Notes"), in the aggregate principal
amount of $________ issued under the Trust Agreement. The 1999 Notes are issued
to finance the acquisition of Loans and to make certain deposits to the trust
Accounts.
The Trust Agreement provides for the issuance, from time to
time, under the conditions, limitations and restrictions set forth therein, of
additional notes, for the purpose of providing additional funds for the
financing of Loans (said additional notes together with 1999 Notes, being
collectively referred to herein as the "Notes").
The Notes are secured under the Trust Agreement which,
together with certain other documents, assigns to the Trustee for the benefit of
the Note Owners (and certain others, as their interest may appear) all the
rights and remedies of the Issuer under certain Loans and rights under various
contracts providing for the issuance, guarantee and servicing of such Loans.
Reference is hereby made to the Trust Agreement for the provisions, among
others, with respect to the custody and application of the proceeds of the
Notes, definitions of certain capitalized terms used in this 1999 Note, the
nature and the extent of the liens and security of the Trust Agreement, the
collection and disposition of revenues, the funds charged with and pledged to
the payment of the principal of and the interest on the Notes, the terms and
conditions under which additional Notes may be issued, the rights, duties and
immunities of the Trustee, the rights of the registered owners of the Notes, and
the rights and obligations of the Issuer. By the acceptance of this 1999 Note,
the registered owner hereof assents to all of the provisions of the Trust
Agreement.
The unpaid principal amount hereof from time to time
outstanding shall bear interest at a Series Interest Rate, as described below,
payable on each applicable Series Payment Date to the extent of interest accrued
on the principal then outstanding, such interest to accrue from the later of the
date hereof, or the date through which interest has been paid or duly provided
for. Interest at a Series Interest Rate established pursuant to the Second Terms
Supplement shall be computed for the actual number of days elapsed on the basis
of a year consisting of 365/366 days, as applicable.
A-3
During the Series Initial Period, this 1999 Note shall bear
interest at the Series Initial Rate for the 1999 Notes of this Series.
Thereafter until an Auction Period Adjustment, if any, this 1999 Note shall bear
interest at a Series Interest Rate based on an Auction Period that shall, until
adjusted pursuant to the Second Terms Supplement, generally consist of 28 days,
all as determined in the Second Terms Supplement.
The Series Interest Rate to be borne by this 1999 Note after
the Series Initial Period for each Auction Period, if any, or, an Auction Period
Adjustment, if any, shall be the lesser of (i) the Net Loan Rate in effect for
such Auction Period and (ii) the Auction Rate determined in accordance with the
applicable provisions of the Second Terms Supplement.
In no event shall the Series Interest Rate on this 1999 Note
exceed 17.0% per annum.
The Series Interest Period, including, without limitation, an
Auction Period, the applicable Series Interest Rate, the method of determining
the applicable Series Interest Rate on each of the 1999 Notes and the Auction
Procedures related thereto, including, without limitation, required notices
thereof to the Note Owners or Existing Note Owners of the 1999 Notes, an Auction
Period Adjustment, a change in the Auction Date and the Note Interest Payment
Dates will be determined in accordance with the terms conditions and provisions
of the Second Terms Supplement and the Auction Agency Agreement, to which terms
conditions and provisions specific reference is hereby made, and all of which
terms, conditions and provisions are hereby specifically incorporated herein by
reference.
If the Auction Rate for the 1999 Notes is greater than the Net
Loan Rate, then the Series Interest Rate applicable to the 1999 Notes for that
Series Interest Period will be the Net Loan Rate. If the Series Interest Rate
applicable to the 1999 Notes for any Series Interest Period is the Net Loan
Rate, the Trustee shall determine the Note Owners' Auction Rate Interest
Carryover, if any, with respect to the 1999 Notes for such Series Interest
Period. Such Note Owners' Auction Rate Interest Carryover shall bear interest
calculated at a rate equal to One-Month LIBOR from the Note Interest Payment
Date for each Series Interest Period with respect to which such Note Owners'
Auction Rate Interest Carryover was calculated until paid. For purposes of this
1999 Note, any reference to "principal" or "interest" herein shall not include
within the meaning of such words Note Owners' Auction Rate Interest Carryover or
any interest accrued on any such Note Owners' Auction Rate Interest Carryover.
Such Note Owners' Auction Rate Interest Carryover shall be separately calculated
for each 1999 Note by the Trustee during such Series Interest Period in
sufficient time for the Trustee to give notice to each Note Owner of such Note
Owners' Auction Rate Interest Carryover as required in the next succeeding
sentence. On the Note Interest Payment Date for a Series Interest Period with
respect to which such Note Owners' Auction Rate Interest Carryover has been
calculated by the Trustee, the Trustee shall give written notice to each Note
Owner of the Note Owners' Auction Rate Interest Carryover applicable to such
Note Owner's 1999 Note, which written notice may accompany the payment of
interest by check made to each such Note Owner on such Note Interest Payment
Date or otherwise shall be mailed on such Note Interest Payment Date by
first-class mail, postage prepaid, to each such Note Owner at such Note Owner's
address as it appears on the registration books maintained by the Registrar.
Such notice shall state in addition to such Note Owners' Auction Rate Interest
Carryover that, unless and until a 1999 Note has been paid in full or has
A-4
been deemed no longer outstanding under the Second Terms Supplement (after which
no Note Owners' Auction Rate Interest Carryover (and all accrued interest
thereon) shall be paid with respect to a 1999 Note), (i) the Note Owners'
Auction Rate Interest Carryover (and interest accrued thereon calculated on the
basis of One-Month LIBOR) shall be paid by the Trustee on a 1999 Note on the
first occurring Note Interest Payment Date for a subsequent Series Interest
Period if and to the extent that (1) during such Series Interest Period no
additional Note Owners' Auction Rate Interest Carryover is accruing on the 1999
Notes and (2) moneys are available on such Note Interest Payment Date pursuant
to the terms of the Trust Agreement in an amount sufficient to pay all or a
portion of such Note Owners' Auction Rate Interest Carryover and (ii) interest
shall accrue on the Note Owners' Auction Rate Interest Carryover at a rate equal
to One-Month LIBOR until such Note Owners' Auction Rate Interest Carryover is
paid in full or is cancelled.
The Note Owners' Auction Rate Interest Carryover for the 1999
Notes shall be paid by the Trustee on Outstanding 1999 Notes on the first
occurring Series Payment Date for a subsequent Series Interest Period if and to
the extent that (i) during such Series Interest Period no additional Note
Owners' Auction Rate Interest Carryover is accruing on the 1999 Notes and (ii)
on such Series Payment Date there are sufficient moneys available pursuant to
the terms of the Second Terms Supplement to pay all or a portion of the Note
Owners' Auction Rate Interest Carryover due on the 1999 Notes on such Series
Payment Date. Any Note Owners Auction Rate Interest Carryover (and any interest
accrued thereon) on any 1999 Note which is due and payable on any Series Payment
Date, on which such 1999 Note is deemed no longer Outstanding under the Trust
Agreement on said Series Payment Date, shall be paid to the Note Owner thereof
on the next Series Payment Date to the extent that moneys are available therefor
in accordance with the Trust Agreement; provided, however, that any Note Owners'
Auction Rate Interest Carryover (and any interest accrued thereon) which is not
yet due and payable on said Series Payment Date shall be cancelled with respect
to said 1999 Note that is to be deemed no longer Outstanding under the Trust
Agreement on said Series Payment Date and shall not be paid on any succeeding
Series Payment Date. To the extent that any portion of the Note Owners' Auction
Rate Interest Carryover remains unpaid after payment of a portion thereof, such
unpaid portion of the Note Owners' Auction Rate Interest Carryover shall be paid
in whole or in part until fully paid by the Trustee on the next occurring Series
Payment Date or Dates, as necessary, for a subsequent Series Interest Period or
Periods, if and to the extent that the conditions in the immediately preceding
sentence are satisfied.
The Series Payment Date in such subsequent Series Interest
Period on which such Note Owners' Auction Rate Interest Carryover for the 1999
Notes shall be paid shall be determined by the Trustee in accordance with the
provisions of the immediately preceding paragraph, and the Trustee shall make
payment of the Note Owners' Auction Rate Interest Carryover in the same manner
as and from the same account from which it pays interest on the 1999 Notes on a
Series Payment Date as provided for in the Trust Agreement.
The principal of and interest on the 1999 Notes and Note
Owners' Auction Rate Interest Carryover on the 1999 Notes (and interest accrued
thereon), if any, are special limited obligations of the Issuer, payable solely
from certain revenues derived by the Issuer from certain assets of the Issuer,
including certain notes evidencing Loans.
A-5
Distributions of principal will made on each Series Payment
Date to the respective Series of Notes in the manner described in the Trust
Agreement. The Notes are subject to redemption, in whole or in part, at the
option of the Issuer on the applicable Series Payment Date at a price of par
plus accrued interest upon not less than ten days prior written notice to the
Owners of such Notes.
FAILURE TO PAY PRINCIPAL OF OR INTEREST ON A SUBORDINATE NOTE
WHEN DUE SHALL NOT GIVE RISE TO AN EVENT OF DEFAULT IF ALL PAYMENTS OF PRINCIPAL
OF AND INTEREST ON OUTSTANDING SENIOR NOTES HAVE BEEN MADE.
If an Event of Default as defined in the Trust Agreement
occurs, the principal of and interest on all Notes issued under the Trust
Agreement may be declared due and payable upon the conditions and in the manner
and with the effect provided in the Trust Agreement. The Trust Agreement and the
rights and obligations of the Issuer, the Trustee and the Note Owner hereof may
be modified or amended in the manner and subject to the conditions set forth in
the Trust Agreement.
The Note Owner of this 1999 Note shall have no right to
enforce the provisions of the Trust Agreement or to institute action to enforce
the covenants therein, or to take any action with respect to any Event of
Default under the Trust Agreement or to institute, appear in or defend any suit
or other proceeding with respect thereto, except as provided in the Trust
Agreement.
The transfer of this 1999 Note may be registered only upon
surrender hereof to the Trustee together with an assignment duly executed by the
registered owner or its attorney or legal representative in such form as shall
be satisfactory to the Trustee. Upon any such registration of transfer of this
1999 Note and subject to the payment of any fees and charges as provided by the
Trust Agreement, the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange for this 1999 Note a new 1999 Note or Notes registered in
the name of the transferee, in any denomination or denominations authorized by
the Trust Agreement, of the same maturity and Series and in an aggregate
principal amount equal to the unredeemed principal amount of this 1999 Note and
bearing the same interest as this 1999 Note.
In any case where the date fixed for the payment of principal
of or interest on this 1999 Note shall not be a Business Day, then payment of
such principal or interest need not be made on such date but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date fixed for the payment thereof.
It is hereby certified, recited and declared that all acts,
conditions and things required to have happened, to exist and to have been
performed precedent to and in the execution an delivery of the Trust Agreement
and issuance of this 1999 Note have happened, do exist and have been performed
in due time, form and manner as required by law.
This 1999 Note shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Trust Agreement
until the certificate of authentication hereon shall have been manually signed
by the Trustee.
A-6
IN WITNESS WHEREOF, the Issuer has caused this 1999 Note to be
executed in its name by the manual or facsimile signature of an Authorized
Officer and the manual or facsimile signature of its Secretary, and has caused
its corporate seal or a facsimile thereof to be hereto affixed.
EMT CORP., as Issuer
By: /s/ Xxxxxxx X Xxxxxx
-------------------------------------
Xxxxxxx X Xxxxxx
Treasurer
(SEAL)
Attest:
---------------------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the 1999 Notes designated in and issued
under the provisions of the within mentioned Trust Agreement.
NDB Bank N.A.
Indianapolis, Indiana, as
Trustee
By:
--------------------------------
Authorized Representative
Date of Authentication:
------------------------------------------------
A-7
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto_____________________________________, the within Note and
irrevocably appoints __________________________________________________,
attorney in-fact, to transfer the within Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:_________________ ___________________________
NOTICE: The signature to this Signature Guaranteed:
assignment must correspond with the
name as it appears upon the face of the ____________________________
within Note in every particular, without
any alteration whatsoever.
Name and Address:____________________________
Tax Identification Number or
Social Security Number(s):_______________________________
END OF FORM OF 1999 NOTE
A-8
EXHIBIT B
EMT CORP.
STUDENT LOAN ASSET-BACKED NOTES,
AUCTION RATE SECURITIES
[1999 SENIOR SERIES A-__]
NOTICE OF PAYMENT DEFAULT
-------------------------
NOTICE IS HEREBY GIVEN that an Event of Default has occurred
and is continuing with respect to the Notes identified above. The next Auction
for the 1999 Notes will not be held. The Auction Rate for the 1999 Notes for the
next succeeding Series Interest Period shall be the Non-Payment Rate.
--------------------------
as Trustee
Dated: By:
--------------------------
Name:
Title:
B-1
EXHIBIT C
EMT CORP.
STUDENT LOAN ASSET-BACKED NOTES,
AUCTION RATE SECURITIES
[1999 SENIOR SERIES A-__]
NOTICE OF CURE OF PAYMENT DEFAULT
---------------------------------
NOTICE IS HEREBY GIVEN that an Event of Default with respect
to the Notes identified above has been waived or cured. The next Series Payment
Date is __________________________ and the next Auction Date is
_______________________.
---------------------------------
as Trustee
Dated: By:
------------------------------
Name:
Title:
C-1
EXHIBIT D
EMT CORP.
STUDENT LOAN ASSET-BACKED NOTES,
AUCTION RATE SECURITIES
[1999 SENIOR SERIES A-__]
NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT
--------------------------------------------
Notice is hereby given that the Issuer proposes to change the
length of one or more Auction Periods pursuant to the Second Terms Supplement to
the Trust Agreement as follows:
1. The change shall take effect on the Series Payment Date for
the current Auction Period and the date of commencement of the next Auction
Period (the "Effective Date").
2. The Auction Period Adjustment in Paragraph 1 shall take
place only if (A) the Trustee and the Auction Agent receive by, 11:00 a.m.,
eastern time, on the Business Day before the Auction Date for the Auction Period
commencing on the Effective Date, a certificate from the Market Agent, as
required by the Second Terms Supplement authorizing the change in length of one
or more Auction Periods and (B) Sufficient Bids exist on the Auction Date for
the Auction Period commencing on the Effective Date.
3. If the condition referred to in (A) above is not met, the
Auction Rate for the Auction Period commencing on the Effective Date will be
determined pursuant to the Auction Procedures and the Auction Period shall be
the Auction Period determined without reference to the proposed change. If the
condition referred to in (A) is met but the condition referred to in (B) above
is not met, the Auction Rate for the Auction Period commencing on the Effective
Date shall be the Maximum Auction Rate and the Auction Period shall be the
Auction Period determined without reference to the proposed change.
4. It is hereby represented, upon advice of the Auction Agent
for the Notes described herein, that there were Sufficient Bids for such Notes
at the Auction immediately preceding the date of this Notice.
D-1
5. Terms not defined in this Notice shall have the meanings
set forth in the Second Terms Supplement entered into in connection with the
captioned Notes.
EMT CORP., as Issuer
Dated: By:
------------------------------
D-2
EXHIBIT E
EMT CORP.
STUDENT LOAN ASSET-BACKED NOTES,
AUCTION RATE SECURITIES
[1999 SENIOR SERIES A-__]
NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT
---------------------------------------------
Notice is hereby given that the Issuer hereby establishes new
lengths for one or more Auction Periods pursuant to the Second Terms Supplement
to the Trust Agreement:
1. The change shall take effect on______________, the Series
Payment Date for the current Auction Period and the date of commencement of the
next Auction Period (the "Effective Date").
2. For the Auction Period commencing on the Effective Date,
the Note Interest Payment Date shall be ___________________, or the next
succeeding Business Day if such date is not a Business Day.
3. For Auction Periods occurring after the Auction Period the
Note Interest Payment Dates shall be [ ________________(date) and every
_______________(number) ________ (day of week) thereafter]
[every____________(number) _______________ (day of week) after the date set
forth in paragraph 2 above], or the next Business Day if any such day is not a
Business Day; provided, however, that the length of subsequent Auction Periods
shall be subject to further change hereafter as provided in Section 2.5.7 of the
Second Terms Supplement.
4. The changes described in paragraphs 2 and 3 above shall
take place only upon delivery of this Notice and the satisfaction of other
conditions set forth in the Second Terms Supplement and our prior notice dated
________________ regarding the proposed change.
5. Terms not defined in this Notice shall have the meanings
set forth in the Second Terms Supplement relating to the captioned Notes
EMT CORP.
By:
--------------------------------
Dated: By:
E-1
EXHIBIT F
EMT CORP.
STUDENT LOAN ASSET-BACKED NOTES,
AUCTION RATE SECURITIES
[1999 SENIOR SERIES A-__]
NOTICE OF CHANGE IN AUCTION DATE
Notice is hereby given by XXXXXXX XXXXX XXXXXX INC., as Market
Agent for the captioned Notes that with respect to the captioned Notes the
Auction Date is hereby changed as follows:
1. With respect to the captioned Notes, the definition of
"Auction Date" shall be deemed amended by substituting
"___________________________ (number) Business Day" in the second line thereof.
2. This change shall take effect on _________________________
which shall be the Auction Date for the Auction Period commencing on
_______________________.
3. The Auction Date for the captioned Notes shall be subject
to further change hereafter as provided in the Second Terms Supplement.
4. Terms not defined in this Notice shall have the meanings
set forth in the Second Terms Supplement relating to the captioned Notes.
XXXXXXX XXXXX BARNEY INC., as
Market Agent
Dated: By:________________________________
Name:
Title:
F-1
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS 1
ARTICLE 11. AUTHORIZATION, TERMS AND ISSUANCE 9
Section 2.1. Authorization of 1999 Notes 9
Section 2.2. Purposes 9
Section 2.3. Terms of 1999 Notes Generally 9
Section 2.4. 1999 Notes 10
Section 2.5. Series Interest Rate 14
Section 2.6. Additional Provisions Regarding the Series Interest
Rates on the 1999 Notes 26
Section 2.7. Qualifications of Market Agent 27
ARTICLE III. DISTRIBUTIONS 27
Section 3.1. Distributions of Interest and Principal 27
Section 3.2. Selection of Notes to Receive Payments of Principal 28
ARTICLE IV. MISCELLANEOUS 29
Section 4.1. Authority for This Second Terms Supplement 29
Section 4.2. Counterparts 29
Section 4.3. Second Terms Supplement Constitutes a Security
Agreement 29
Section 4.4. Governing Law 29
Section 4.5. Ratification of Trust Agreement 29
Section 4.6. Recycling Period 29
-i-