Exhibit 2
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TIERS ASSET-BACKED SECURITIES,
SERIES CHAMT TRUST 1997-7 SUPPLEMENT
BETWEEN
STRUCTURED PRODUCTS CORP.,
AS DEPOSITOR
AND
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
AS TRUSTEE
FLOATING RATE CERTIFICATES, CLASS B
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TIERS ASSET-BACKED SECURITIES, SERIES
CHAMT Trust 1997-7 SUPPLEMENT dated as of September 15,
1997 (this "Series Supplement") between STRUCTURED
PRODUCTS CORP., a Delaware corporation, as depositor
(the "Depositor"), and DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as trustee (the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of September 15,
1997 the "Agreement"), among the Depositor and the Trustee, such parties
may at any time and from time to time enter into a series supplement
supplemental to the Agreement for the purpose of creating a trust. Section
5.13 of the Agreement provides that the Depositor may at any time and from
time to time direct the Trustee to authenticate and deliver, on behalf of
any such trust, a new Series of trust certificates. Each trust certificate
of such new Series of trust certificates will represent a fractional
undivided beneficial interest in such trust. Certain terms and conditions
applicable to each such Series are to be set forth in the related series
supplement to the Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee
shall create and establish a new Series of trust certificates to be issued
thereby, which certificates shall be known as the Series CHAMT Trust 1997-7
Floating Rate Certificates, Class B (the "Certificates"), and the Depositor
and the Trustee shall herein specify certain terms and conditions in
respect thereof.
The Certificates shall be Floating Rate Certificates issued in
one Class.
On behalf of and pursuant to the authorizing resolutions of the
Board of Directors of the Depositor, an authorized officer of the depositor
has authorized the execution, authentication and delivery of the
Certificates, and has authorized the Agreement and this Series Supplement
in accordance with the terms of Section 5.13 of the Agreement.
SECTION 1. CERTAIN DEFINED TERMS. (a) All terms used in this
Series Supplement that are defined in the Agreement, either directly or by
reference therein, have the meanings assigned to such terms therein, except
to the extent such terms are defined or modified in this Series Supplement
or the context requires otherwise. The Agreement also contains rules as to
usage which shall be applicable thereto.
(b) Pursuant to Article I of the Agreement, the meaning of
certain defined terms used in the Agreement shall, when applied to the
trust certificates of a particular Series, be as defined in Article I but
with such additional provisions and modifications as are specified in the
related series supplement. With respect to the Certificates, the following
definitions shall apply:
"ACCELERATION EVENT": The acceleration of the maturity of the
Notes upon an Indenture Default.
"ADMINISTRATOR": Each of First Trust of New York, National
Association and the Depositor.
"ADMINISTRATION AGREEMENTS": With respect to the Certificates
and the Notes, (i) the Administration Agreement dated as of September 15,
1997 among the Trust, the Trustee, the Indenture Trustee and the
Administrator and (ii) the Administration Agreement dated as of September
15, 1997 among the Trust, the Owner Trustee and the Depositor.
"AGGREGATE CERTIFICATE PRINCIPAL BALANCE": The Aggregate
Certificate Principal Balance of the Certificates as of any date of
determination shall be equal to the aggregate original principal amount
of the Certificates multiplied by the then Certificate Current Factor.
"ALLOCABLE CHARGE-OFF AMOUNT": With respect to the Certificates,
for any Distribution Date, as defined in the Indenture.
"AVAILABLE FUNDS": For any Distribution Date, as defined in the
Indenture.
"BASIC DOCUMENTS": With respect to the Series of Certificates
established hereunder, the Indenture, the Trust Agreement, this Series
Supplement, the Administration Agreement, and the Swap Agreement .
"BUSINESS DAY": Any day other than a Saturday, Sunday or a day
on which banking institutions in Xxx Xxxx, Xxx Xxxx, Xxxxxx, Xxxxxxx and
Wilmington, Delaware are authorized or obligated by law, executive order or
governmental decree to be closed.
"CERTIFICATE CURRENT FACTOR": Is a number (carried to eight
decimal places) that represents the portion of the aggregate original
principal amount of the Certificates then outstanding.
"CERTIFICATE NOTIONAL AMOUNT": With respect to the Certificates,
for any Distribution Date, the aggregate Certificate Principal Balance for
all Certificates, less the Allocable Charge-Off Amount. The Certificate
Notional Amount shall never be less than zero.
"CERTIFICATE PRINCIPAL BALANCE": For any Certificate, the
denomination of such Certificate multiplied by the then Certificate Current
Factor.
"CLOSING DATE": September 15, 1997.
"COLLECTION ACCOUNT" means the account by that name established
pursuant to the Indenture.
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"CORPORATE TRUST OFFICE": Delaware Trust Capital Management,
Inc., 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or such
other trust office as the Trustee shall designate in writing to the
Depositor and the Certificateholders.
"CUT-OFF DATE": September 15, 1997.
"DEFERRED INTEREST AMOUNTS": For any Distribution Date, and with
respect to the Notes or the Certificates, any interest due thereon on a
prior Distribution Date which remains unpaid.
"DEPOSITARY": The Depository Trust Company.
"DEPOSITED ASSETS": (i) the Term Assets, (ii) the Swap
Agreement, (iii) Eligible Investments and (iv) all earnings on and proceeds
of the foregoing.
"DEPOSITED ASSETS SCHEDULE": means Schedule A attached hereto
and made a part hereof.
"DISTRIBUTION DATE": Monthly, on the 15th day of each month (or,
if any such day is not a Business Day, then on the next succeeding Business
Day) commencing October 15, 1997.
"INDENTURE": means the Series Trust Indenture dated September
15, 1997 under which the Series CHAMT 1997-7 Fixed Rate Notes, Class A were
issued.
"INDENTURE DEFAULT": An Event of Default under and as defined in
the Indenture.
"INDENTURE TRUSTEE": means First Trust of New York, National
Association and any successor thereto under the Indenture.
"INTEREST ACCRUAL PERIOD": means with respect to any Distribution
Date, the date from and including the immediately preceding Distribution
Date (or, in the case of the first Interest Accrual Period, from and
including the Closing Date) to but excluding the current Distribution Date.
"LIBOR": For each Interest Accrual Period, a rate determined as
follows:
(i) On the second London Business Day before the beginning of
each Interest Accrual Period (the "Interest Determination Date") the
Depositor or its designee (either such, the "Calculation Agent") will
determine the offered rate for one-month U.S. Dollar deposits as of
11:00 a.m. (London time) on the applicable Interest Determination
Date. Such offered rate will be that which appears on the display
designated as Telerate Page 3750 on the Dow Xxxxx Telerate Service (or
such other page or service as may replace it for the purpose of
displaying London interbank offered rates of major banks for U.S.
Dollar deposits).
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(ii) If for any reason the relevant page is unavailable or such
offered rate does not appear, the rate for such period will be
determined on the basis of the rates at which deposits in U.S. Dollar
amounts are offered by four major banks in the London interbank market
selected by the Calculation Agent (the "Reference Banks") at
approximately 11:00 a.m. (London time) on the Interest Determination
Date to prime banks in the London interbank market for a period of one
month commencing on the first day of the relevant Interest Accrual
Period. The Calculation Agent will request the principal London
office of each of the Reference Banks to provide a quotation of its
rate. If at least two quotations are provided the rate for such
Interest Accrual Period will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for
that Interest Accrual Period will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Calculation
Agent, at approximately 11:00 a.m. (New York City time) on the first
day of the relevant Interest Accrual Period for loans in U.S. Dollars
to leading European banks for a period of one month commencing on that
date.
"LONDON BUSINESS DAY": Any day (other than a Saturday or Sunday or
a day on which banking institutions in London are authorized or obligated
by law or executive order to close) on which dealings in deposits in U.S.
Dollars are transacted in the London interbank market and commercial banks
and foreign exchange markets settle payments in U.S. Dollars in London.
"MONTHLY AMORTIZATION RATE": means, for any month, the rate set
forth in the Prepayment Calculation Table that corresponds to the PSA Index
Rate for such month.
"MONTHLY PREPAYMENT AMOUNT": For any Distribution Date with
respect to the Certificates, an amount equal to the Certificate Notional
Amount on such Payment Date (before giving effect to any distributions on
such date) multiplied by the Monthly Amortization Rate that corresponds to
the PSA Index Rate for the month in which such Distribution Date occurs.
"NOTE": The Series CHAMT 1997-7 Fixed Rate Notes, Class A issued
pursuant to the Indenture.
"NOTEHOLDER": means any holder of a Note.
"PASS THROUGH RATE": For each Interest Accrual Period, a per
annum rate equal to the sum of 0.20% plus LIBOR for such Interest Accrual
Period, calculated on the basis of the actual number of days in such
Interest Accrual Period divided by 360.
"PAYMENT DEFAULT": A default by the Term Assets Issuer in the
payment of any amount due (and the continuation thereof for any applicable
grace period on the Term Assets).
"PERMITTED INVESTMENTS": shall have the meaning given to the
defined term "Eligible Investments" in the Indenture.
"PLACE OF DISTRIBUTION": New York, New York or Wilmington,
Delaware.
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"PREPAYMENT CALCULATION TABLE": means the table set forth in
Schedule B attached hereto and made a part hereof.
"PREPAYMENT DETERMINATION DATE": means, for any Distribution
Date occurring after the Distribution Date in January, 2000, the first
Business Day of the month in which such Distribution Date occurs.
"PRO RATA SHARE": means with respect to each Certificate, the
percentage obtained by dividing the outstanding Certificate Principal
Balance of such certificate by the aggregate outstanding Certificate
Principal Balance of all of the Certificates.
"PSA INDEX RATE": means, with respect to any Distribution Date:
(i) the rate that appears as of 3:00 p.m. (New York City time)
on the related Prepayment Determination Date (as defined below) on the
Reference Bloomberg Page (as defined below) under the column heading "1 MO"
opposite the row "PSA";
(ii) if such rate does not appear on the Reference Bloomberg Page
as of 3:00 p.m. (New York City time) on such Prepayment Determination Date,
the Swap Counterparty will request FHMLC to provide a quotation of the
monthly prepayment speed (calculated according to the PSA Standard
Prepayment Model (as defined herein)) for the Reference Securities for the
applicable month. If FHMLC provides such quotation, the PSA Index Rate
will be the quotation provided by FHMLC;
(iii) if the Swap Counterparty determines that FHMLC has not
provided such quotation by 5:00 p.m. on the second Business Day following
such Prepayment Determination Date, the Swap Counterparty will request five
major securities dealers selected by the Swap Counterparty to provide a
quotation of the monthly prepayment speed (calculated according to the PSA
Standard Prepayment Model) for the Reference Securities for the applicable
month. If at least two such quotations are so provided, then the PSA Index
Rate will be the arithmetic mean (rounded to the nearest whole integer)
determined by the Swap Counterparty of the quotations so obtained (and, if
five such quotations are provided, eliminating the highest quotation (or,
in the event of equality, one of the highest) and lowest quotation (or, in
the event of equality, one of the lowest)). If only one quotation is so
provided, the PSA Index Rate will be the quotation so provided; and
(iv) if no such quotation is provided as requested in clause
(iii) above, then the PSA Index Rate will be the PSA Index Rate determined
with respect to the Payment Date preceding the applicable Payment Date (or,
in the case of the first Payment Date, the monthly prepayment speed
(calculated according to the PSA Standard Prepayment Model) for the
Reference Securities obtained from the sources specified in clauses (i)-
(iii) above, in that order, with respect to the most recent month for which
such information is available.
"PSA STANDARD PREPAYMENT MODEL": The methodology set forth under
"Mortgage Prepayment Models -- The PSA Standard Prepayment Model" in the
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"Uniform Practices for the Clearance and Settlement of Mortgage-Backed
Securities and Other Related Securities of the Public Securities
Association."
"RATING AGENCIES": Xxxxx'x Investors Service, Inc. ("Moody's")
and S&P and any successor thereto. References to "the Rating Agency" in
the Agreement shall be deemed to be such credit rating agency.
"RECORD DATE": With respect to any Distribution Date, the day
immediately preceding such Distribution Date, unless Definitive
Certificates are issued, in which case on the last Business Day of the
month prior to the month in which such Distribution Date occurs.
"REDEMPTION PRICE": With respect to (i) the Notes, has the
meaning set forth in the Indenture and (ii) with respect to the
Certificates, the Certificate Principal Balance plus accrued interest
thereon.
"REFERENCE BLOOMBERG PAGE" means the display designated as page
"A013" and titled "Reference Collateral 30-year Gold 8.00, Issued in 1995"
(or such other page selected by the Swap Counterparty as may replace page
"A013" for the purpose of displaying the monthly prepayment speed
(calculated based on the PSA Standard Prepayment Model) for the Reference
Securities) on the Bloomberg Financial Markets Service (or such other
service selected by the Swap Counterparty as may replace such service).
"REFERENCE SECURITIES" means the aggregate outstanding 30-year
Federal Home Loan Mortgage Corporate Gold 8.0% mortgage participation
certificates issued in calendar year 1995.
"REQUIRED PERCENTAGE--DIRECTION OF TRUSTEE": For purposes of
this Series Supplement, 66-2/3% of the aggregate Voting Rights of the
Certificates.
"REQUIRED PERCENTAGE--REMEDIES": For purposes of this Series
Supplement, 66-2/3% of the aggregate Voting Rights of the Certificates.
"REQUIRED RATING": With respect to the Certificates, Aa1 by
Moody's Investor Services, Inc.
"SCHEDULED FINAL DISTRIBUTION DATE": November 15, 2003 (or, if
such day is not a Business Day, then on the next succeeding Business Day).
"SPECIFIED CURRENCY": United States Dollars.
"S&P" has the meaning specified in the Indenture.
"SWAP AGREEMENT": The ISDA Master Agreement, together with the
related schedule and confirmations, entered into by the Trust with the Swap
Counterparty on the Closing Date.
"SWAP COUNTERPARTY": Westdeutsche Landesbank Girozentrale, New
York Branch.
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"TERM ASSETS": The $363,900,000 aggregate principal amount of
Class A Floating Rate Asset-Backed Certificates, Series 1996-4 issued by
the Term Assets Issuer, deposited in the Trust by the Depositor and
identified on the Deposited Asset Schedule.
"TERM ASSETS DEFAULT DISTRIBUTION DATE": The date on which the
Trustee makes a distribution in kind of the Term Assets following a Payment
Default or an Acceleration.
"TERM ASSETS INDENTURE": The indenture under which the Term
Assets were issued.
"TERM ASSETS ISSUER": Chase Credit Card Master Trust.
"TERM ASSETS PAYMENT DATE": The fifteenth day of each month;
PROVIDED, HOWEVER, that if any Term Assets Payment Date would otherwise
fall on a day that is not a Business Day, such Term Assets Payment Date
will be the following Business Day.
"TERM ASSETS PROSPECTUS": The prospectus of the Term Assets
Issuer, dated November 6, 1996, as supplemented by a supplement thereto,
dated November 6, 1996, with respect to the Term Assets.
"TERM ASSETS TRUSTEE": The trustee under the Term Assets
Indenture.
"TRUST": TIERS Asset-Backed Securities, Series CHAMT Trust 1997-
7.
"TRUST TERMINATION EVENT": The meaning specified in Section 13
hereof.
SECTION 2. CREATION AND DECLARATION OF SERIES OF TRUST; GRANT OF
TERM ASSETS; ACCEPTANCE BY TRUSTEE.
(a) The Depositor, concurrently with the execution and delivery
hereof and pursuant to Section 2.1 of the Agreement, has delivered or
caused to be delivered to the Trustee the Term Assets in exchange for the
delivery to, or at the direction of, the Depositor of all of the
Certificates representing an undivided beneficial interest in all of the
assets of the Trust established hereunder.
(b) The Trustee hereby (i) acknowledges such deposit, pursuant
to subsection (a) above, and receipt by it of the Term Assets, (ii) accepts
the trusts created hereunder in accordance with the provisions hereof and
of the Agreement but subject to the Trustee's obligation, as and when the
same may arise, to make any payment or other distribution of the assets of
the Trust as may be required pursuant to this Series Supplement, the
Agreement and the Certificates, and (iii) agrees to perform the duties
herein or therein required and any failure to receive reimbursement of
expenses and disbursements under Section 15 hereof shall not release the
Trustee from its duties herein or therein.
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(c) The Depositor has executed and delivered to the Trustee, in
accordance with Section 5.13 of the Agreement, and the Trustee acknowledges
receipt of, the following:
(i) a Board Resolution of the Depositor with respect to the
Certificates established hereunder;
(ii) Officers' Certificates regarding absence of default and
acquisition of Required Rating from Moody's.
SECTION 3. DESIGNATION. Pursuant to Section 3806(b)(2) of the
Delaware Business Trust Act, there is hereby created a Series of trust
certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "TIERS Asset-Backed Securities,
Series CHAMT Trust 1997-7 Floating Rate Certificates, Class B."
SECTION 4. DATE OF THE CERTIFICATES. The Certificates that are
authenticated and delivered by the Trustee to or upon Depositor Order on
the Closing Date shall be dated the Closing Date. All other Certificates
that are authenticated after the Closing Date for any other purpose under
the Agreement shall be dated the date of their authentication. The
Certificates shall all be originally issued on the Closing Date.
SECTION 5. CERTIFICATE PRINCIPAL BALANCE AND DENOMINATIONS. The
maximum Aggregate Certificate Principal Balance of the Certificates that
may be authenticated and delivered under the Agreement and this Series
Supplement is $10,920,000. In each case such maximum amounts shall be
calculated without regard to Certificates authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Section 5.3, 5.4 or 5.5 of the Agreement. The
Certificates are issuable in minimum denominations of $1,000 and in
integral multiples thereof.
SECTION 6. CURRENCY OF THE CERTIFICATES. All distributions on
the Certificates will be made in the Specified Currency.
SECTION 7. FORM OF SECURITIES. The Certificates will be
delivered in registered form and will be represented by one or more Global
Securities issued in accordance with Section 5.9 of the Agreement and
initially registered in the name of Cede & Co., as nominee of The
Depository Trust Company. Certificates shall be in the form attached
hereto as Exhibit A.
SECTION 8. ASSIGNMENT OF RIGHTS IN THE DEPOSITED ASSETS. The
Trust has assigned and pledged to the Indenture Trustee, and granted a lien
upon and security interest in, all of its right title and interest in and
to the Deposited Assets to secure the obligation of the Trust to the
Indenture Trustee on behalf of the Swap Counterparty under the Swap
Agreement and the Noteholders under the Indenture and the Notes. All
amounts payable in respect of the Deposited Assets shall be paid to and
held, invested and distributed by the Indenture Trustee in accordance with
the Indenture.
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SECTION 9. DISTRIBUTION DATES; COMPUTATIONS OF INTEREST;
PREPAYMENTS .
(a) PAYMENTS OF INTEREST. Each Certificate shall accrue
interest on the Certificate Principal Balance thereof at the Pass Through
Rate as set forth in the form of Certificate set forth on Exhibit A hereto.
Payments of interest on the Certificates will be made monthly on each
Distribution Date. If and to the extent that the amount available to pay
interest to the Certificateholders on any Distribution Date in accordance
with the priority of payments set forth in Section 4 of the Indenture is
insufficient to pay all interest then due at the Pass Through Rate, such
amounts shall constitute Deferred Interest Amounts which shall be payable,
as provided in Section 4 of the Indenture, in whole or in part, on any
Distribution Date on which the Available Funds are sufficient to pay such
amounts in accordance with the priority of payments set forth therein.
(b) MANDATORY PREPAYMENT OF CERTIFICATES.
(i) Beginning on the Distribution Date in February 2000, and on
each Distribution Date thereafter until the principal balance of the
Certificates is paid in full, a portion of the Certificate Principal
Balance for all Certificates, in an aggregate amount equal to the Monthly
Prepayment Amount for such Distribution Date, shall be paid pro rata to the
Certificateholders.
(ii) The Swap Counterparty has agreed in the Swap Agreement that
it shall, beginning in February 1999, on the first Business Day of each
month determine (i) the PSA Index Rate for such month, (ii) the Monthly
Amortization Rate that corresponds to such PSA Index Rate, (iii) the Note
Notional Amount, (iv) the Certificate Notional Amount (v) the Monthly
Prepayment Amount, and (vi) the Certificate Current Factor and to notify
the Indenture Trustee of its determinations thereof.
(iii) The Swap Counterparty's calculations of Monthly Prepayment
Amounts or its determination of the PSA Index Rate, the Monthly
Amortization Rate, the Certificate Notional Amount or the Note Current
Factor, each month will, absent manifest error, be final and binding.
(c) OPTIONAL REDEMPTION OF CERTIFICATES.
(i) If on any Distribution Date, before giving effect to any
distributions to be made on such date, the aggregate outstanding principal
amount of the Term Assets would be less than 10% of the Initial Principal
Amount of the Term Assets, the Swap Counterparty may, at its option, by
delivering a written notice to the Indenture Trustee pursuant to the
Indenture (with a copy to the Trustee and the Administrator), direct the
redemption of all of the outstanding Notes and Certificates at their
Redemption Price. If the Swap Counterparty so delivers a written notice of
redemption to the Indenture Trustee, the Indenture Trustee shall deliver a
notice of redemption to each Noteholder and Certificateholder (a
"Redemption Notice"), (with a copy to the Trustee and the Administrator),
in the manner provided in the Indenture; PROVIDED that the Redemption Date
for such redemption shall be the first Payment Date which is at least 15
days after the date of the Indenture Trustee's delivery of such Redemption
Notice.
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(ii) If a Redemption Notice is delivered by the Indenture Trustee
as provided herein, the Indenture Trustee shall, by no later than the 10th
day before the Redemption Date, notify the Trustee, Administrator and the
Swap Counterparty and arrange for the sale by the Administrator, in
accordance with the Sale Procedures (as defined in the Indenture), of all
of the Eligible Investments and Term Assets then held by the Trust, for
settlement on the Redemption Date. Any Sale Proceeds (as defined in the
Indenture) realized from such sale shall be deposited into the Collection
Account for distribution as provided in the Indenture.
(d) FINAL PAYMENT OF PRINCIPAL. The outstanding Certificate
Principal Balance of each Certificate not previously prepaid will become
due on the Scheduled Final Payment Date for the Certificates.
SECTION 10. CERTAIN PROVISIONS OF AGREEMENT NOT APPLICABLE. With
respect to the Series of Certificates established hereunder:
(a) there is no Administrative Agent specified in or appointed
under this Series Supplement and, accordingly, no Person (including the
Trustee) shall have the right or the obligation to make any advances
pursuant to Section 4.3 of the Agreement; and all references to the
Administrative Agent shall not apply for purposes of, and shall have no
force or effect in respect of, the Certificates of this Series;
(b) Neither (i) the provisions of Sections 2.2(b), 2.3, 3.4,
3.6, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.18, 4.3, 4.5, 5.16, 5.17,
5.18, 6.4, 6.5, Article VII, and 9.7 of the Agreement, together with any
other provision of the Agreement which imposes obligations or creates
rights in favor of the Trustee or the Certificateholders as a result of or
by reference to such Sections, nor (ii) any of the defined terms "Event of
Default" "Retained Interest" "Administration Account" "Certificate Account"
"Reserve Account" "Credit Support Instruments" shall apply for purposes of,
or have any force or effect in respect of, the Certificates of this Series;
and
(c) In the event of any conflict between the terms of the
Agreement and the terms of this Series Supplement, the terms of this Series
Supplement shall be controlling for all purposes of the Series of
Certificates established hereunder.
SECTION 11. DISTRIBUTIONS. (a) On each Distribution Date, the
Administrator shall distribute, or cause the Indenture Trustee to
distribute, funds to the Holders of the Certificates, to the extent of
Available Funds, in the manner set forth in Section 4 of the Indenture:
(i) In the event that on any Distribution Date the amounts in
the Collection Account are insufficient to pay all amounts then due the
Certificateholders, each Certificateholder will be entitled to receive its
Pro Rata Share of the amount available for distribution to all
Certificateholders as provided herein.
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(ii) Distributions of principal and interest on the Certificates
is subordinated in priority of payment to the payment of amounts owed by
the Trust to the Swap Counterparty under the Swap Agreement and to the
payment of principal and interest on the Notes.
(b) Distributions to the Certificateholders on each Distribution
Date will be made to the Certificateholders of record on the related Record
Date of the Certificates.
(c) Notwithstanding any provision of the Agreement to the
contrary, to the extent funds are available, the Administrator will
instruct the Indenture Trustee to initiate payment in immediately available
funds on each Distribution Date of all amounts (whether in the form of
principal, interest or prepayment) payable to each Certificateholder with
respect to any Certificate held by such Certificateholder or its nominee
(without the necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the address as each
Certificateholder may from time to time direct the Trustee or the
Administrator in writing 15 days prior to such Distribution Date requesting
that such payment will be so made and designating the bank account to which
such payments shall be so made. The Administrator, on behalf of the
Trustee, shall be entitled to rely on the last instruction delivered by the
Certificateholder pursuant to this Section 11(c) unless a new instruction
is delivered 15 days prior to a Distribution Date.
(d) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Series Supplement. The Trustee shall in no way be responsible or liable to
the Certificateholders nor shall any Certificateholder in any way be
responsible or liable to any other Certificateholder in respect of amounts
previously distributed on the Certificates based on their respective
Certificate Principal Balances.
(e) Upon the occurrence of an Acceleration Event, the Indenture
Trustee shall take the action specified in Section 7b of the Indenture. If
there is such an Acceleration Event the Certificateholders shall be
entitled, to the extent of Available Funds and subject to the subordination
provisions hereof and in the Series Trust Indenture, to distributions in
respect of accrued and unpaid interest on and the aggregate outstanding
Certificate Principal Balance of the Certificates as set forth in Section
7c of the Indenture.
SECTION 12. ADMINISTRATION AGREEMENTS. The Trustee has executed
and delivered the Administration Agreements pursuant to which certain of
the Trustee's and Issuer's duties and obligations hereunder and under the
Indenture have been delegated to the Administrators, thereby relieving, to
the extent provided therein, and to the extent permitted by law, the
Trustee from liability for such duties and obligations hereunder and
thereunder. Each Administrator shall be entitled to the same rights,
privileges, immunities and limitations on liability available to the
parties on whose behalf it is acting.
SECTION 13. TERMINATION OF SERIES OF THE TRUST.
(a) The Trust, together with the Series of Certificates
established hereunder, shall terminate upon (i) the Scheduled Final
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Distribution Date or (ii) upon the final distribution to Certificateholders
pursuant to Section 7c of the Indenture following an Acceleration Event
(the first to occur of the foregoing, a "Trust Termination Event").
(b) Promptly after the Trustee or the Administrator has received
a notice of an Indenture Default, the Trustee, or the Administrator on its
behalf, shall provide notice to the Certificateholders of the expected
occurrence of a Trust Termination Event and the termination of the Series
of the Trust.
(c) Except for any reports and other information required to be
provided to Certificateholders hereunder and under the Agreement and except
as otherwise specified herein and therein, the obligations of the Trustee
to the Certificateholders of the Certificates issued under this Series will
terminate upon the distribution to Certificateholders of all amounts or
property required to be distributed to them and the disposition of all Term
Assets held by the Trustee. The Series of the Trust shall thereupon
terminate.
SECTION 14. LIMITATION OF POWERS AND DUTIES. (a) The Trustee
shall administer, or, in accordance with and subject to any limitations set
forth in the applicable Administration Agreement, instruct the
Administrators to administer, the Trust and the Term Assets solely as
specified herein and in the Administration Agreements.
(b) The Series of the Trust is constituted solely for the
purpose of acquiring and holding the Term Assets. The Trustee is not
authorized to acquire any other investments or engage in any activities not
authorized herein and, in particular, the Trustee is not authorized to do
anything that the Depositor advises the Trustee would materially increase
the likelihood that the Trust will be treated as an association taxable as
a corporation for United States federal income tax purposes.
(c) The parties acknowledge that the Trustee, as the holder of
the Term Assets, has the right to vote and give consents and waivers in
respect of the Term Assets and enforce the other rights, if any, of a
holder of the Term Assets, except as otherwise limited by the Agreement or
this Series Supplement. In the event that the Trustee receives a request
from the Term Assets Trustee, the Term Assets Issuer or, if applicable, the
Depositary with respect to the Term Assets, for the Trustee's consent to
any amendment, modification or waiver of the Term Assets, the Term Assets
Indenture or any other document thereunder, or relating thereto, or
receives any other solicitation for any action with respect to the Term
Assets, the Trustee shall within two Business Days mail a notice of such
proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of the date of such request. The Trustee
shall request instructions from the Certificateholders as to what action to
take in response to such request and shall be protected in taking no action
if no direction is received. Except as otherwise provided herein, the
Trustee shall consent or vote, or refrain from consenting or voting, in the
same proportion (based on the Certificate Principal Balances of the
Certificates) as the Certificates of the Trust were actually voted or not
voted by the Holders thereof as of the date determined by the Trustee prior
to the date such vote or consent is required; PROVIDED, HOWEVER, that,
notwithstanding anything to the contrary in the Agreement or this Series
Supplement, the Trustee shall at no time vote in favor of or consent to any
matter (i) which would alter the timing or amount of any payment on the
Term Assets (including, without limitation, any demand to accelerate the
Term Assets) or (ii) which would result in the exchange or substitution of
any Term Asset pursuant to a plan for the refunding or refinancing of such
Term Asset, except in each case with the unanimous consent of the
12
Certificateholders and subject to the requirement that such vote would not
materially increase the likelihood that the Trust will be treated as an
association taxable as a corporation for United States federal income tax
purposes, such determination to be based solely on an Opinion of Counsel.
The Trustee shall have no liability for any failure to act or to refrain
from acting resulting from the Certificateholders' late return of, or
failure to return, directions requested by the Trustee from the
Certificateholders. The Trustee shall incur no liability for actions taken
in accordance with instructions from the Certificateholders.
(d) Notwithstanding any provision of the Agreement to the
contrary, for purposes of any security or indemnity against the costs,
expenses and liabilities the Trustee may incur by reason of any action
undertaken at the direction of the Certificateholders, which the Trustee
may require from the Certificateholders prior to taking any such action, an
unsecured indemnity agreement of a Certificateholder or any of its
Affiliates, if acceptable to the Trustee, shall be deemed sufficient to
satisfy such security or indemnity requirement.
(e) Notwithstanding any provision of the Agreement to the
contrary, the Administrator, on behalf of the Trustee, shall, in accordance
with the terms of the Administration Agreement act as the sole
Authenticating Agent, Paying Agent, and Certificate Registrar.
SECTION 15. COMPENSATION OF TRUSTEE. The Trustee shall be
entitled to receive from the Depositor or an Affiliate of the Depositor as
compensation for the Trustee's services hereunder, trustee's fees pursuant
to a separate agreement between the Trustee and the Depositor, and shall be
reimbursed for all reasonable expenses, disbursements and advances incurred
or made by the Trustee (including the reasonable compensation,
disbursements and expenses of its counsel and other persons not regularly
in its employ). The Depositor shall indemnify and hold harmless the
Trustee (including in its individual capacity) and its successors, assigns,
agents and servants against any and all loss, liability or reasonable
expense (including attorney's fees) incurred by it in connection with the
administration of this Trust and the performance of its duties thereunder.
The Trustee shall notify the Depositor promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Depositor
shall not relieve the Depositor of its obligations hereunder. The
Depositor need not reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the Trustee's own
willful misconduct, negligence or bad faith. The indemnities contained in
this Section 15 shall survive the resignation or termination of the Trustee
or the termination of the Agreement or the Series Supplement.
Failure by the Depositor to pay, reimburse or indemnify the
Trustee shall not entitle the Trustee to any payment, reimbursement or
indemnification from the Trust, nor shall such failure release the Trustee
from the duties it is required to perform under the Agreement and this
Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall
13
not be borne by the Trust and shall not constitute a claim against the
Trust, and the Trustee shall have no recourse against the Trust with
respect thereto; PROVIDED, however, nothing herein shall waive or impair
any rights the Trustee may have against the Depositor.
SECTION 16. MODIFICATION OR AMENDMENT. In addition to and
notwithstanding anything to the contrary in the Agreement or this Series
Supplement, the Depositor shall not enter into any modification or
amendment of the Agreement or this Series Supplement unless such
modification or amendment would not, based on an Opinion of Counsel,
materially increase the likelihood that the Trust would be treated as an
association taxable as a corporation for United States federal income tax
purposes, nor shall the Depositor enter into any such modification or
amendment without either satisfaction of the Rating Agency Condition or the
unanimous written consent of the Certificateholders.
SECTION 17. ACCOUNTING; WITHHOLDINGS REPORTING. (a) Pursuant to
Section 3.16 of the Agreement, INDEPENDENT PUBLIC ACCOUNTANTS'
ADMINISTRATION REPORT, the Trustee shall cause the accountings with respect
to Distribution Dates for the Certificates to be reviewed by an Independent
certified public accountant selected by the Depositor within four months
following the end of an Accounting Period. "Accounting Period" shall mean
each 12-month period ending on the 30th day of June. The Depositor may
change the timing of Accounting Periods upon written notice to the Trustee;
PROVIDED, HOWEVER, that the length of an Accounting Period may in no event
exceed 12 months.
(b) Notwithstanding any other provision of the Agreement or this
Supplement to the contrary, the Trustee shall comply with all federal
withholding requirements regarding income of the Trust that the Trustee
reasonably believes are applicable under the Code. In this regard,
although it is not expected that the Trust would be engaged in a trade or
business in the United States, the Trustee shall withhold as if it were so
engaged in order to protect the Trust from possible adverse consequences
for failing to properly withhold. The Trustee shall withhold on the
portion of its taxable income that is allocable to foreign persons that are
Certificate Owners pursuant to Code Section 1446, as if such income is
effectively connected to a U.S. trade or business. The consent of the
Certificateholders shall not be required for such withholding. The Trustee
shall be entitled to rely on advice of the Administrator or the Depositor
with respect to withholding requirements.
(c) Pursuant to Section 4.2 of the Agreement, REPORTS TO
CERTIFICATEHOLDERS, the Trustee shall, or shall cause an Administrator to,
take such action with respect to the statements as described therein and
to forward such statements as provided therein.
(d) An Independent certified public accountant for the Trust, in
consideration for its duties as described herein and in Section 3.16 of the
Agreement, INDEPENDENT PUBLIC ACCOUNTANTS' ADMINISTRATION REPORT, shall be
compensated by the Depositor for reasonable expenses and disbursements
incurred in connection therewith pursuant to a separate agreement with the
Depositor. The Depositor retains the right to replace any Independent
certified public accountant and the Independent certified public accountant
retains the right to resign from its duties, in which case the Depositor
shall appoint a successor thereto.
14
(e) The Officer's Certificate of the Depositor to be provided to
the Trustee pursuant to Section 6.1(b) of the Agreement shall be dated on
and as of the Distribution Date occurring in September of each year.
SECTION 18. INVESTMENT OF AMOUNTS RECEIVED ON DEPOSITED ASSETS.
Amounts received on or with respect to the Deposited Assets shall be
invested in accordance with the terms of the Indenture.
SECTION 19. NO EVENT OF DEFAULT. There shall be no Events of
Default defined with respect to the Certificates.
SECTION 20. NOTICES. (a) All directions, demands and notices
hereunder and under the Agreement shall be in writing and shall be deemed
to have been duly given when received if personally delivered or mailed by
first class mail, postage prepaid or by express delivery service or by
certified mail, return receipt requested or delivered in any other manner
specified herein, (i) in the case of the Depositor, to Structured Products
Corp., Seven World Trade Center, Room 00-000, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Secretary, or such other address as may hereafter
be furnished to the Trustee in writing by the Depositor, and (ii) in the
case of the Trustee, to Delaware Trust Capital Management, Inc., 000 Xxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Department, facsimile number (000) 000-0000, or such other address as may
hereafter be furnished to the Depositor in writing by the Trustee.
(b) For purposes of delivering notices to the Rating Agency
under Section 10.07, NOTICE TO RATING AGENCY, of the Agreement or
otherwise, such notices shall be mailed or delivered as provided in Section
10.7, NOTICE TO RATING AGENCY, to: Xxxxx'x Investors Service, Inc.,
Structured Derivative Products, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
or such other address as the Rating Agency may designate in writing to the
parties hereto.
(c) Notwithstanding any provisions of the Agreement to the
contrary, the Trustee shall deliver all notices or reports required to be
delivered to or by the Trustee or the Depositor to the Certificateholders
without charge to such Certificateholders.
(d) The office or agency of the Trustee where Certificates may
be surrendered for registration of transfer or exchange and presented for
final distribution with respect thereto, pursuant to Section 8.11 of the
Agreement, is c/o First Trust of New York, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
SECTION 21. ACCESS TO CERTAIN DOCUMENTATION. Access to
documentation regarding the Term Assets will be afforded without charge to
any Certificateholder so requesting pursuant to Section 3.17 of the
Agreement, ACCESS TO CERTAIN DOCUMENTATION. Additionally, the Trustee
shall provide at the request of any Certificateholder without charge to
such Certificate-holder the name and address of each Certificateholder of
Certificates hereunder as recorded in the Certificate Register for purposes
of contacting the other Certificateholders with respect to their rights
hereunder or for the purposes of effecting purchases or sales of the
Certificates, subject to the transfer restrictions set forth herein.
15
SECTION 22. SWAP COUNTERPARTY AS THIRD PARTY BENEFICIARY. The
Swap Counterparty is hereby made an express third party beneficiary of this
Series Supplement (including the Agreement).
SECTION 23. [RESERVED.]
SECTION 24. RATIFICATION OF AGREEMENT. With respect to the
Series issued hereby, the Agreement, as supplemented by this Series
Supplement, is in all respects ratified and confirmed and the Agreement as
so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument. To the extent there is any
inconsistency between the terms of the Agreement and this Series
Supplement, the terms of this Series Supplement shall govern.
SECTION 25. COUNTERPARTS. This Series Supplement may be executed
in any number of counterparts, each of which so executed shall be deemed to
be an original, but all of such counterparts shall together constitute but
one and the same instrument.
SECTION 26. GOVERNING LAW. This Series Supplement and each
Certificate issued hereunder shall be construed in accordance with and
governed by the substantive laws of the State of Delaware applicable to
agreements made and to be entirely performed therein.
SECTION 27. TRUSTEE ELECTION AND CERTAIN TAX INFORMATION. The
Trustee will, or will cause the Administrator to, elect out of subchapter K
of the Code pursuant to Treasury Regulation Section 1.761-2. Such election
will, to the extent possible, be effective for the first taxable year of
the Trust and thereafter. Each Certificate Owner is deemed to consent to
such election. The Trustee also will the information necessary for
Certificate Owners to integrate the Term Asset and the Swap Agreement
pursuant to Treasury Regulation Section 1.1275-6 and make available such
information to Certificate Owners upon request.
SECTION 28. COVENANT OF DEPOSITOR. The Depositor hereby
covenants that it will be adequately capitalized at all times.
SECTION 29. TRANSFER RESTRICTIONS; RULE 144A INFORMATION; DEEMED
REPRESENTATIONS.
(1) TRANSFER RESTRICTIONS.
(a) No Holder may, in any transaction or series of transactions,
directly or indirectly (each of the following, a "transfer"), (i) sell,
assign or otherwise in any manner dispose of all or any part of its
interest in any Certificate issued to it, whether by act, deed, merger or
otherwise, or (ii) mortgage, pledge or create a lien or security interest
in such interest unless such transfer satisfies the conditions set forth in
this Section 29(1). No purported transfer of any interest in any
Certificate or any portion thereof which is not made in accordance with
this Section 29(1) shall be given effect by or be binding upon the Trust or
the Trustee and any such purported transfer shall be null and void AB
INITIO and vest in the transferee no rights against the Trust or the
Trustee.
16
By its acceptance of a Certificate, each Holder will be deemed to
have represented and agreed that transfer thereof is restricted and agrees
that it shall transfer such Certificate only in accordance with the terms
of this Agreement and such Certificate and in compliance with applicable
law.
(b) A Holder may transfer a Certificate only in accordance with
the following provisions:
(i) No transfer of any Certificate (other than the sale by
the Trust to Salomon Brothers Inc, as the initial purchaser of the
Certificates) shall be made unless such transfer is made in a
transaction pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and pursuant to exemption,
registration or qualification under applicable state securities laws.
The Trustee shall be entitled to rely upon the deemed representations
made by each transferee pursuant to Section 29(3) hereof, and shall
have no duty to undertake any investigation or verify that any
transfer satisfies the requirements of this paragraph.
(ii) No Certificates may be transferred to a person who is
(A) an "employee benefits plan" (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA")), whether or not it is subject to the provisions of Title I
of ERISA, or a "plan" described in Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (any such person, a
"Benefit Plan"); (B) any entity whose underlying assets include "plan
assets" of any Benefit Plan; or (C) any "governmental plan" (within
the meaning of Section 3(32) of ERISA) that is subject to any
provision of state or federal law that is, to a material extent,
similar to the prohibited transaction provisions of ERISA or Section
4975 of the Code, or who is using "plan assets" of any Benefit Plan or
such governmental plan to acquire any Certificates, unless such person
is able to make a deemed representation to the effect that such
purchase and holding will not constitute or result in a non-exempt
prohibited transaction, substantially in the form set forth in
paragraph (c) below.
(c) Each Certificate issued hereunder will contain the following
legend:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
REGULATORY AUTHORITY OF ANY STATE. THIS CERTIFICATE HAS
BEEN OFFERED AND SOLD PRIVATELY. AS A RESULT, THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER. THE
HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE
"RESTRICTED SECURITIES" AND BY ITS HOLDING OF THIS
CERTIFICATE, DIRECTLY OR THROUGH A NOMINEE, THE HOLDER WILL
BE DEEMED:
17
(A) TO HAVE REPRESENTED TO THE INITIAL
PURCHASE THAT IT IS A QUALIFIED INSTITUTIONAL BUYER AS
DEFINED IN RULE 144A ("RULE 144A") PROMULGATED UNDER
THE SECURITIES ACT AND IS ACQUIRING SUCH CERTIFICATE
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNTS OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS
MUST ALSO BE QUALIFIED INSTITUTIONAL BUYERS); AND
(B) TO HAVE AGREED THAT ANY RESALE OR OTHER
TRANSFER OF THIS CERTIFICATE WILL BE MADE ONLY TO A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION WHICH MEETS THE
REQUIREMENTS OF RULE 144A; PROVIDED THAT THE AGREEMENT OF
THE PURCHASER IS SUBJECT TO ANY REQUIREMENTS OF LAW THAT
THE DISPOSITION OF THE PURCHASER'S PROPERTY SHALL AT
ALL TIMES BE AND REMAIN WITHIN ITS CONTROL.
NO EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
ERISA) WHICH IS SUBJECT TO ERISA, NO PLAN (AS DEFINED IN
SECTION 4975(e)1 OF THE CODE, OTHER THAN A GOVERNMENTAL OR
CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE
CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, AND NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY SUCH PLAN'S INVESTMENT IN THE ENTITY
(EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED) (EACH, A "PLAN"), MAY
PURCHASE OR HOLD A CERTIFICATE OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASE AND THE HOLDING OF SUCH CERTIFICATE OR
SUCH INTEREST THEREIN WOULD NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION
4975 OF THE CODE AND SUCH PLAN IS ABLE TO MAKE A DEEMED
REPRESENTATION TO THE EFFECT THAT SUCH ACQUISITION WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITION
TRANSACTION.
(2) RULE 144A INFORMATION. Upon the request of any Holder, the
Trust shall promptly furnish to such Holder or to a prospective purchaser
of a Certificate designated by such Holder, as the case may be, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act ("Rule 144A Information") in order to permit compliance by
such Holder with Rule 144A in connection with the resale of such
18
Certificate by such Holder; provided, however, that the Trust shall not be
required to furnish Rule 144A Information in connection with any request
made on or after the date that is three years from the later of (i) the
date such Certificate (or any predecessor Certificate) was acquired from
the Trust or (ii) the date such Certificate (or any predecessor
Certificate) was last acquired from an "affiliate" of the Trust within the
meaning of Rule 144A; and provided further, that the Trust shall not be
required to furnish such information at any time to a prospective purchaser
located outside the United States who is not a U.S. Person (as defined in
Regulation S under the Securities Act) if such Certificate may then be sold
to such prospective purchaser in accordance with Rule 904 under the
Securities Act (or any successor provision thereto).
The Depositor shall be responsible for providing to the Trustee
the information, in substance and form, required by Rule 144A. The Trustee
shall have no obligation to provide information to any Holder or
prospective purchaser under this Section 29(2) other than the information
furnished to it by the Depositor, and the Trustee shall have no duty to
undertake any action to determine the accuracy of completeness of such
information.
(3) DEEMED REPRESENTATIONS.
Each purchaser of Certificates (other than the Initial Purchaser
or the Depositor) will be deemed by its acceptance of a Certificate to have
represented, agreed or acknowledged, as applicable, for the benefit of the
Initial Purchaser and its affiliates, as follows (terms used in this
paragraph that are defined in Rule 144A are used herein as defined
therein);
(i) The purchaser (A) is a Qualified Institutional Buyer,
(B) is aware that the sale of Certificates to it is being made in
reliance on Section 4(2) of the Securities Act or Rule 144A
promulgated thereunder and (C) is acquiring the Certificates for
its own account or for the account of another Qualified
Institutional Buyer.
(ii) The Certificates are being offered, and may be
transferred, only in a transaction not involving any public
offering in the United States within the meaning of the
Securities Act. The Certificates have not been and will not be
registered under the Securities Act, and the purchaser agrees for
the benefit of the Initial Purchaser and its affiliates that if
in the future it decides to offer, resell, pledge or otherwise
transfer the Certificates, the Certificates may be offered, sold,
pledged or otherwise transferred (a) only to a person whom the
seller reasonably believes is a Qualified Institutional Buyer in
a transaction meeting the requirements of Rule 144A, and (b) in
accordance with any applicable securities laws of any state of
the United States or any other jurisdiction.
(iii) If the purchaser is acquiring any Certificates for
the account of one or more Qualified Institutional Buyers, it
represents that it has sole investment discretion with respect to
each such account and that it has full power to make the
foregoing acknowledgments, representations and agreements on
behalf of each such party.
(iv) No action has been or will be taken by the Initial
Purchaser or the Trust which would permit a public offering of
19
the Certificates or the possession or distribution of this
document or any other offering material in any country or
jurisdiction where, or in any circumstances in which, action for
that purpose is required under applicable local laws and
regulations.
(v) The purchaser is an eligible swap participant under
the regulations of the Commodity Futures Trading Commission set
forth at 12 C.F.R. Part 35.
(vi) The purchaser has sufficient knowledge, experience and
professional advice to make its own legal, tax, accounting and
financial evaluation of the merits and risks of purchasing the
Certificates and in doing so is not relying upon the views or
advice of, or any information with respect to the Issuer provided
by, the Initial Purchaser or any affiliate.
(vii) The purchaser has itself been, and will at all times
continue to be, solely responsible for making its own independent
appraisal of and investigation into the financial condition,
prospects, creditworthiness, affairs, status and business of the
Terms Assets Issuer.
(viii) The Initial Purchaser and its affiliates are not
making, and have not made, in connection with the sale of the
Certificates any representation whatsoever as to the Term Assets
Issuer or any information contained in any document filed by the
Term Assets Issuer with any exchange or with any governmental
entity regulating the purchase and sale of securities.
(ix) The purchaser has been afforded an opportunity to
request from the Initial Purchaser and to review, and it has
received, all additional information considered by it to be
necessary to verify the accuracy of the information contained in
the Private Placement Memorandum for the Certificates or
otherwise necessary to its making an informed investment
decision, including without limitation information relating to
the Term Assets;
(x) The purchaser has not relied on the Initial Purchaser
or any person affiliated with the Initial Purchaser in connection
with its investigation of the accuracy of the information
contained in the Private Placement Memorandum for the
Certificates or its investment decision; and
(xi) No person has been authorized to give any information
or to make any representation concerning the Certificates other
than information or representations contained in the Private
Placement Memorandum for the Certificates or otherwise provided
in writing by the Initial Purchaser, and, if given or made, such
other information or representations should not be relied upon as
having been authorized by the Initial Purchaser.
(xii) (a) The Trust is intended to be a partnership, or in
the case of one owner of Certificates, an entity disregarded as a
separate entity, for federal tax purposes (b) the Trust is not
20
intended to create a partnership for any other purposes, (c) the
Trust will elect under Section 761(a) of the Code to be excluded
from the operation of Subchapter K of the Code, (d) a Certificate
Owner will not irrevocably authorize any person acting in a
representative capacity to purchase, sell or exchange the
Certificates, unless such delegation of authority is for a period
of not more than one year, and (e) a Certificate Owner will not
to take any action inconsistent with the foregoing.
21
IN WITNESS WHEREOF, the Depositor and the Trustee have caused
this Series Supplement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
STRUCTURED PRODUCTS CORP.,
as Depositor
By:___________________________
Authorized Signatory
DELAWARE TRUST CAPITAL MANAGEMENT, INC., not
in its individual capacity but solely as
Trustee
By:___________________________
Authorized Signatory
22
EXHIBIT A
[Form of Certificate, Class B]
TIERS ASSET-BACKED SECURITIES
SERIES CHAMT TRUST 1997-7
FLOATING RATE CERTIFICATES, CLASS B
NUMBER $10,920,000
R-1 CUSIP NO. 871928AS8
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO PRINCIPAL
PAYMENTS IN RESPECT OF THE TERM ASSETS. THE REGISTERED HOLDER HEREOF, BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK SOLELY TO THE TRUST
PROPERTY (TO THE EXTENT OF ITS RIGHTS THEREIN) FOR DISTRIBUTIONS HEREUNDER.
THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN
THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS
NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY REGULATORY AUTHORITY OF ANY STATE. THIS
CERTIFICATE HAS BEEN OFFERED AND SOLD PRIVATELY. AS A RESULT, THE
CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER. THE HOLDER HEREOF
ACKNOWLEDGES THAT THESE SECURITIES ARE "RESTRICTED SECURITIES" AND BY ITS
HOLDING OF THIS CERTIFICATE, DIRECTLY OR THROUGH A NOMINEE, THE HOLDER WILL
BE DEEMED:
(A) TO HAVE REPRESENTED THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A ("RULE 144A")
PROMULGATED UNDER THE SECURITIES ACT AND IS ACQUIRING SUCH
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNTS OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE QUALIFIED INSTITUTIONAL BUYERS); AND
A-1
(B) TO HAVE AGREED THAT ANY RESALE OR OTHER TRANSFER OF
THIS CERTIFICATE WILL BE MADE ONLY TO A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION WHICH MEETS THE REQUIREMENTS OF RULE 144A;
PROVIDED THAT THE AGREEMENT OF THE PURCHASER IS SUBJECT TO ANY
REQUIREMENTS OF LAW THAT THE DISPOSITION OF THE PURCHASER'S
PROPERTY SHALL AT ALL TIMES BE AND REMAIN WITHIN IS CONTROL.
NO EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
WHICH IS SUBJECT TO ERISA, NO PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE
CODE, OTHER THAN A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)
OR (3) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, AND NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH
PLAN'S INVESTMENT IN THE ENTITY (EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH, A "PLAN"), MAY PURCHASE
OR HOLD A CERTIFICATE OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASE AND THE
HOLDING OF SUCH CERTIFICATE OR SUCH INTEREST THEREIN WOULD NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION
4975 OF THE CODE AND THE PURCHASER IS ABLE TO MAKE A DEEMED REPRESENTATION
THAT SUCH PURCHASE AND HOLDING WILL NOT CONSTITUTE OR RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
A-2
TIERS ASSET-BACKED SECURITIES,
SERIES CHAMT TRUST 1997-7
FLOATING RATE CERTIFICATES,
Class B
evidencing a fractional undivided beneficial ownership interest in the
Series of the Trust, as defined below, the property of which consists of
$363,900,000 aggregate principal amount of Class A Floating Rate Asset
Backed Certificates, Series 1996-4 (the "Term Assets") issued by Chase
Credit Card Master Trust (the "Term Assets Issuer") and deposited in the
Trust by the Depositor, as defined below. The Term Assets will be
purchased by the Trust from Structured Products Corp. (the "Depositor")
with, among other funds, the net proceeds of the sale of the Certificates
to the Depositor by the Trust.
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7
formed by the Depositor. Under the Trust Agreement and the related Series
Supplement, there will be distributed on the fifteenth day of each month,
or if such day is not a Business Day, then the next succeeding Business
Day, commencing October 15, 1997 through and including the date the
Certificate Principal Balance hereof has been reduced to zero (each, a
"Distribution Date"), each Holder of the Certificates, to the extent of
Available Funds (as defined below), an amount equal to the Pass Through
Rate (as defined below) for the Interest Accrual Period (as defined below)
related to such Distribution Date on the Certificate Principal Balance of
its respective Certificate. The outstanding Principal Balance shall be
paid on November 15, 2003 (or if such a day is not a Business Day, on the
next succeeding Business Day), subject to mandatory and optional prepayment
as set forth in the Series Supplement (defined below). For the purposes of
this Certificate, (i) "Available Funds" shall mean, as of any Distribution
Date, the aggregate amount received on or with respect to the Term Assets
on or with respect to such Distribution Date (other than Early Amortization
Payments, as defined in the Indenture), any amounts received from the Swap
Counterparty pursuant to the Swap Agreement and all Sale Proceeds (as
defined in the Indenture); (ii) "Interest Accrual Period" shall mean, with
respect to any Distribution Date, the date from and including the
immediately preceding Distribution Date (or, in the case of the first
Interest Accrual Period, from and including the Closing Date) to but
excluding the current Distribution Date; and (iii) "Pass Through Rate"
shall mean, for each Interest Accrual Period, a rate per annum equal to the
sum of (x) 0.20% plus (y) LIBOR (as determined herein) for such Interest
Accrual Period; such rate to be calculated on the basis of the actual
number of days in such Interest Accrual Period divided by 360.
"LIBOR": For each Interest Accrual Period shall be a rate determined
as follows:
(i) On the second London Business Day (as defined below) before
the beginning of each Interest Accrual Period (the "Interest
Determination Date") the Depositor or its designee (either such, the
"Calculation Agent") will determine the offered rate for one-month
A-3
U.S. Dollar deposits as of 11:00 a.m. (London time) on the applicable
Interest Determination Date. Such offered rate will be that which
appears on the display designated as Telerate Page 3750 on the Dow
Xxxxx Telerate Service (or such other page or service as may replace
it for the purpose of displaying London interbank offered rates of
major banks for U.S. Dollar deposits).
(ii) If for any reason the relevant page is unavailable or such
offered rate does not appear, the rate for such period will be
determined on the basis of the rates at which deposits in U.S. Dollar
amounts are offered by four major banks in the London interbank market
selected by the Calculation Agent (the "Reference Banks") at
approximately 11:00 a.m. (London time) on the Interest Determination
Date to prime banks in the London interbank market for a period of one
month commencing on the first day of the relevant Interest Accrual
Period. The Calculation Agent will request the principal London
office of each of the Reference Banks to provide a quotation of its
rate. If at least two quotations are provided the rate for such
Interest Accrual Period will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for
that Interest Accrual Period will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Calculation
Agent, at approximately 11:00 a.m. (New York City time) on the first
day of the relevant Interest Accrual Period for loans in U.S. Dollars
to leading European banks for a period of one month commencing on that
date.
As used above, "London Business Day" means a day (other than a
Saturday or Sunday or a day on which banking institutions in London are
authorized or obliged by law or executive order to close) on which dealings
in deposits in U.S. Dollars are transacted in the London interbank market
and commercial banks and foreign exchange markets settle payments in U.S.
Dollars in London.
The Trust was created pursuant to a Base Trust Agreement dated as
of September 15, 1997 (the "Agreement"), between the Depositor and Delaware
Trust Capital Management, Inc., a Delaware banking corporation, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented
by the TIERS Asset-Backed Securities, Series CHAMT Trust
1997-7 Supplement dated as of September 15, 1997 (the "Series Supplement"
and, together with the Agreement, the "Trust Agreement"), between the
Depositor and the Trustee. This Certificate does not purport to summarize
the Trust Agreement and reference is hereby made to the Trust Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations
of the Trustee with respect hereto. A copy of the Trust Agreement may be
obtained from the Trustee by written request sent to the Corporate Trust
Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates
designated as "TIERS Asset-Backed Securities, Series CHAMT
Trust 1997-7 Floating Rate Certificates, Class B" (herein called the
"Certificates"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
A-4
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The property of the Trust
consists of the Term Assets and all payments on or collections in respect
of the Term Assets accrued on or after the Closing Date, all as more fully
specified in the Trust Agreement.
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distribution) and until the
obligation created by the Trust Agreement shall have terminated in
accordance therewith, distributions will be made on each Distribution Date
to the Person in whose name this Certificate is registered on the
applicable Record Date, in an amount equal to such Certificateholder's
fractional undivided interest in the amount required to be distributed to
the Holders of the Certificates on such Distribution Date. The Record Date
applicable to any Distribution Date is the day immediately preceding such
Distribution Date unless the Certificates are in definitive form, in which
case the Record Date shall be the last Business Day of the month prior to
such Distribution Date.
Distributions made on this Certificate will be made as provided
in the Trust Agreement by the Trustee by wire transfer or credit to the
appropriate account of the Holder in immediately available funds, without
the presentation or surrender of this Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will
be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the office or agency maintained for that purpose by the Trustee.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not entitle the holder hereof to any benefit under the Trust Agreement or
be valid for any purpose.
It is the intent of the Depositor and the Certificateholders
that, for purposes of United States federal income, state and local income
and franchise taxes and any other taxes imposed upon, measured by or based
upon gross or net income, the Trust shall be treated as a partnership, or
in the case of only one Certificateholder, an entity disregarded as a
separate entity, and the Trust Agreement shall be interpreted accordingly.
Except as otherwise required by appropriate taxing authorities, the
Depositor and the other Certificateholders by acceptance of a Certificate,
agree to treat, the Certificates for such tax purposes as interests in a
partnership or, in the case of only one Certificateholder, an entity
disregarded as a separate entity. It is also the intent of the Depositor
and the Certificateholders that the Trust will elect out of subchapter K of
the Code beginning with the first taxable year of the Trust.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-5
IN WITNESS WHEREOF, the Depositor has caused this Certificate to
be duly executed as of the date set forth below.
STRUCTURED PRODUCTS CORP.,
By:____________________________
Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the Trust Agreement
referred to herein.
DELAWARE TRUST CAPITAL MANAGEMENT, INC., not
in its individual capacity but solely as
Trustee
By:_____________________________
Authorized Signatory
Dated: September 15, 1997
(REVERSE OF TRUST CERTIFICATE)
The Certificates are limited in right of distribution to certain
payments and collections respecting the Trust Agreement, all as more
specifically set forth herein, in the Trust Agreement and the related
Series Supplement. The registered Holder hereof, by its acceptance hereof,
agrees that it will look solely to the Term Assets (to the extent of its
rights therein) for distributions hereunder.
Subject to the next paragraph and to certain exceptions provided
in the Trust Agreement, the Trust Agreement permits the amendment thereof
and the modification of the rights and obligations of the Depositor and the
Trustee and the rights of the Certificateholders under the Trust Agreement
at any time by the Depositor and the Trustee with the consent of the
Holders of Certificates evidencing greater than 66-2/3% of the aggregate
Voting Rights of each Outstanding Class of Certificates subject to certain
provisions set forth in the Trust Agreement. Any such consent by the
Holder of this Certificate (or any predecessor Certificate) shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Trust Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in
minimum original principal amounts of $1,000 and integral multiples
thereof. As provided in the Trust Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same principal amount, class, original issue date and
maturity, in authorized denominations as requested by the Holder
surrendering the same.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the offices or agencies of the Certificate
Registrar duly endorsed by, or accompanied by an assignment in the form
below and by such other documents as required by the Trust Agreement signed
by, the Holder hereof, and thereupon one or more new Certificates of the
same class in authorized denominations evidencing the same principal amount
will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is Delaware Trust
Capital Management, Inc.
No service charge will be made for any registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor or
the Trustee may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,
the Trustee, nor any such agent shall be effected by any notice to the
contrary.
SCHEDULE A
DEPOSITED ASSETS SCHEDULE
I. TERM ASSETS
Term Assets Issuer: Chase Credit Card Master Trust
Term Assets: Class A Floating Rate Asset-Backed
Certificates, Series 1996-4
Dated: November 6, 1996
Original Principal Maturity Date: June 15, 2033
Original Par Value Amount Issued: $1,400,000,000
CUSIP Number: 000000XX0
Stated Interest Rate: LIBOR + 0.13%
Interest Payment Dates: 15th day of each month
Mode of Payment of Term Assets: By credit to the account
of the holder at DTC
Par Value Amount of Term Assets
Deposited Under Trust Agreement: $363,900,000
The Term Assets will be held by the Trust for the Owners of
Certificates as book-entry credits to an account of the Trustee at DTC.
AVAILABLE INFORMATION
The Term Assets are subject to the information requirements of
the Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Commission. Such reports, proxy and
information statements, together with the Term Assets Prospectus and other
information filed by the Term Assets Issuer with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and at the
Commission's regional offices at 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, and 00 Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Copies of such material can be obtained from the Public Reference Section
of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at
prescribed rates. The Commission maintains a Web site at http:/xxx.xxx.xxx
containing reports, proxy statements and other information regarding
registrants that file electronically with the Commission. In addition,
certain material described above and other information will also be
available for inspection at the offices of the New York Stock Exchange at
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and the Midwest Stock Exchange, 000
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx.
II. SWAP AGREEMENT Under the Swap Agreement, the Issuer will pay to the
Swap Counterparty amounts equal to the payments of
interest received on the Term Assets (including any
deferred interest), and the Swap Counterparty will pay
to the Issuer on each Distribution Date amounts equal
to the interest payable on the Notes and Certificates
on such date. If on any Distribution Date the amount
received by the Issuer on the Term Assets and paid to
the Swap Counterparty is less than the scheduled
interest thereon, the Swap Counterparty shall reduce
its payment to the Issuer by the amount of such
deficiency. Such loss shall be borne in the first
instance by the Certificate holders.
In addition, on each Distribution Date on which a
Monthly Prepayment Amount (as defined herein) is due,
the Issuer will pay to the Swap Counterparty an amount
equal to the proceeds received from the sale of Term
Assets or Eligible Investments (as defined herein) or
any combination thereof, at the direction of the Swap
Counterparty, having an aggregate principal balance
equal to that month's Monthly Prepayment Amount and the
Swap Counterparty will pay to the Issuer an amount
equal to the Monthly Prepayment Amount.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________________________________________
(Please print or type name and address, including postal zip code, of
assignee)
___________________________________________________________________________
the within Trust Certificate, and all rights thereunder, hereby irrevocable
constituting and appointing
___________________________________________Attorney to transfer said Trust
Certificate on the books of the Certificate Registrar, with full power
of substitution in the premises.
Dated:
_______________________________*
Signature Guaranteed;
_______________________________*
* NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Trust Certificate in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Certificate Registrar, which requirements include
membership or participation in STAMP or such other "signature guarantee
program" as may be determined by the Certificate Registrar in addition to,
or in substitution for STAMP, all in accordance with the Securities
Exchange Act of l934, as amended.
SCHEDULE B
PREPAYMENT CALCULATION TABLE
PSA INDEX PSA INDEX PSA INDEX
AMORTIZATION AMORTIZATION AMORTIZATION
RATE(%) MONTHLY RATE(%) MONTHLY RATE(%) MONTHLY
------------ ------- ------------- ------- ------------ ------------
0-100 0.000 142 1.176 184 2.352
101 0.028 143 1.204 185 2.380
102 0.056 144 1.232 186 2.408
103 0.084 145 1.260 187 2.436
104 0.112 146 1.288 188 2.464
105 0.140 147 1.316 189 2.492
106 0.168 148 1.344 190 2.520
107 0.196 149 1.372 191 2.548
108 0.224 150 1.400 192 2.576
109 0.252 151 1.428 193 2.604
110 0.280 152 1.456 194 2.632
111 0.308 153 1.484 195 2.660
112 0.336 154 1.512 196 2.888
113 0.364 155 1.540 197 2.716
114 0.392 156 1.568 198 2.744
115 0.420 157 1.596 199 2.772
116 0.448 158 1.624 200 2.800
117 0.476 159 1.652 201 2.828
118 0.504 160 1.680 202 2.858
119 0.532 161 1.708 203 2.884
120 0.560 162 1.736 204 2.912
121 0.588 163 1.764 205 2.940
122 0.616 164 1.792 206 2.968
123 0.644 165 1.820 207 2.996
124 0.672 166 1.848 208 3.024
125 0.700 167 1.876 209 3.052
126 0.728 168 1.904 210 3.080
127 0.756 169 1.932 211 3.108
128 0.784 170 1.960 212 3.136
129 0.812 171 1.988 213 3.164
130 0.840 172 2.016 214 3.192
131 0.868 173 2.044 215 3.220
132 0.896 174 2.072 216 3.248
133 0.924 175 2.100 217 3.276
134 0.952 176 2.128 218 3.304
135 0.980 177 2.156 219 3.332
136 1.008 178 2.184 220 3.360
137 1.036 179 2.212 221 3.388
138 1.064 180 2.240 222 3.416
139 1.092 181 2.268 223 3.444
140 1.120 182 2.296 224 3.472
141 1.148 183 2.324 225-325 3.500
B-1
PSA INDEX PSA INDEX PSA INDEX
AMORTIZATION AMORTIZATION AMORTIZATION
RATE(%) MONTHLY RATE(%) MONTHLY RATE(%) MONTHLY
------------ ------- ------------- ------- ------------ ------------
326 3.570 374 6.930 422 10.525
327 3.640 375 7.000 423 10.600
328 3.710 376 7.075 424 10.675
329 3.780 377 7.150 425 10.750
330 3.850 378 7.225 426 10.825
331 3.920 379 7.300 427 10.900
332 3.990 380 7.375 428 10.975
333 4.060 381 7.450 429 11.050
334 4.130 382 7.525 430 11.125
335 4.200 383 7.600 431 11.200
336 4.270 384 7.765 432 11.275
337 4.340 385 7.750 433 11.350
338 4.410 386 7.825 434 11.425
339 4.480 387 7.900 435 11.500
340 4.550 388 7.975 436 11.575
341 4.620 389 8.050 437 11.650
342 4.690 390 8.125 438 11.725
343 4.760 391 8.200 439 11.800
344 4.830 392 8.275 440 11.875
345 4.900 393 8.350 441 11.950
346 4.970 394 8.425 442 12.025
347 5.040 395 8.500 443 12.100
348 5.110 396 8.575 444 12.175
349 5.180 397 8.650 445 12.250
350 5.250 398 8.725 446 12.325
351 5.320 399 8.800 447 12.400
352 5.390 400 8.875 448 12.475
353 5.460 401 8.950 449 12.550
354 5.530 402 9.025 450 12.625
355 5.600 403 9.100 451 12.700
356 5.670 404 9.175 452 12.775
357 5.740 405 9.250 453 12.850
358 5.810 406 9.325 454 12.925
359 5.880 407 9.400 455 13.000
360 5.950 408 9.475 456 13.075
361 6.020 409 9.550 457 13.150
362 6.090 410 9.625 458 13.225
363 6.160 411 9.700 459 13.300
364 6.230 412 9.775 460 13.375
365 6.300 413 9.860 461 13.450
366 6.370 414 9.925 462 13.525
367 6.440 415 10.000 463 13.800
368 6.510 416 10.075 464 13.675
369 6.580 417 10.150 465 13.750
370 6.650 418 10.225 466 13.825
371 6.720 419 10.300 467 13.900
372 6.790 420 10.375 468 13.975
373 6.860 421 10.450 469 14.050
B-2
PSA INDEX PSA INDEX PSA INDEX
AMORTIZATION AMORTIZATION AMORTIZATION
RATE(%) MONTHLY RATE(%) MONTHLY RATE(%) MONTHLY
------------ ------- ------------- ------- ------------ ------------
470 14.125 518 17.940 558 21.140
471 14.200 519 18.020 559 21.220
472 14.275 520 18.100 560 21.300
473 14.350 521 18.180 561 21.380
474 14.425 522 18.260 562 21.460
475 14.500 523 18.340 563 21.540
476 14.580 524 18.420 564 21.620
477 14.660 525 18.500 565 21.700
478 14.740 526 18.580 566 21.780
479 14.820 527 18.660
480 14.900 528 18.740
481 14.980 529 18.820
482 15.060 530 18.900
483 15.140 531 18.980
484 15.220 532 19.060
485 15.300 533 19.140
486 15.380 534 19.220
487 15.460 535 19.300
488 15.540 536 19.380
489 15.620 537 19.460
490 15.700 538 19.540
491 15.780 539 19.620
492 15.860 540 19.700
493 15.940 541 19.780
494 16.020 542 19.860
495 16.100 543 19.940
496 16.180 544 20.020
497 16.260 545 20.100
498 16.340 546 20.180
499 16.420 547 20.260
500 16.500 548 20.340
501 16.580 549 20.420
502 16.660 550 20.500
503 16.740 551 20.580
504 16.820 552 20.660
505 16.900 553 20.740
506 16.980 554 20.820
507 17.060 555 20.900
508 17.140 556 20.980
509 17.220 557 20.060
510 17.300
511 17.380
512 17.460
513 17.54
514 17.62
515 17.70
516 17.78
517 17.88
B-3
PSA INDEX PSA INDEX PSA INDEX
AMORTIZATION AMORTIZATION AMORTIZATION
RATE(%) MONTHLY RATE(%) MONTHLY RATE(%) MONTHLY
------------ ------- ------------- ------- ------------ ------------
567 21.860
568 21.940
569 21.020
570 22.100
571 22.180
572 22.260
573 22.340
574 22.420
575 22.500
B-4
