Exhibit 6
SERIES WYE 2004-21 SUPPLEMENT
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee and Securities Intermediary
TIERS(R) Inflation-Linked Trust 2004-21
TABLE OF CONTENTS
PAGE
Section 1. Certain Defined Terms...........................................1
Section 2. Creation and Declaration of Trust; Sale of Term Assets;
Acceptance by Trustee...........................................5
Section 3. Designation.....................................................6
Section 4. Date of the Certificates........................................6
Section 5. Certificate Principal Balance and Denominations;
Additional Term Assets..........................................6
Section 6. Currency of the Certificates....................................7
Section 7. Form of Securities..............................................7
Section 8. Certain Provisions of Base Trust Agreement Not Applicable.......7
Section 9. Distributions...................................................7
Section 10. Termination of Trust............................................9
Section 11. Limitation of Powers and Duties................................10
Section 12. Compensation of Trustee........................................11
Section 13. Modification or Amendment......................................12
Section 14. Accounting.....................................................12
Section 15. No Investment of Amounts Received on Term Assets...............12
Section 16. No Event of Default............................................12
Section 17. Notices........................................................12
Section 18. Access to Certain Documentation................................13
Section 19. Advances.......................................................13
Section 20. Ratification of Agreement......................................13
Section 21. Counterparts...................................................13
Section 22. Governing Law..................................................13
Section 23. Establishment of Certificate Account;
Trustee's Entitlement Orders...................................14
Section 24. Certificate of Compliance......................................14
Section 25. Appointment of Co-Trustee......................................14
Section 26. Statement of Intent............................................14
Section 27. Filing of Partnership Returns..................................15
Section 28. "Financial Assets" Election....................................15
Section 29. Conflict with Other Agreements.................................15
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TABLE OF CONTENTS
(continued)
PAGE
Section 30. Additional Trustee and Securities Intermediary
Representations................................................15
Section 31. Additional Depositor Representations...........................16
Section 32. Additional Certificateholder Deemed Representations............16
Section 33. Report to Certificateholders...................................17
Exhibit A -- Identification of the Term Assets as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificate
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SERIES WYE 2004-21 SUPPLEMENT, dated as of April 8, 2004
(this "Series Supplement"), between STRUCTURED PRODUCTS
CORP., a Delaware corporation, as depositor (the
"Depositor"), and U.S. Bank Trust National Association, a
national banking association, as trustee (the "Trustee") and
as securities intermediary (the "Securities Intermediary").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement, dated as of December 15, 2000
(the "Base Trust Agreement" and, as supplemented pursuant to this Series
Supplement, the "Agreement"), between the Depositor and the Trustee, such
parties may at any time and from time to time enter into a series supplement
supplemental to the Base Trust Agreement for the purpose of creating a trust.
Section 5.13 of the Base Trust Agreement provides that the 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 subject to the terms hereof. Certain
terms and conditions applicable to each such Series are to be set forth in the
related series supplement to the Base Trust Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee
shall create and establish a new trust to be known as TIERS(R) Inflation-Linked
Trust 2004-21, and a new Series of trust certificates to be issued thereby,
which certificates shall be known as the TIERS(R) Inflation-Linked Trust
Certificates, Series WYE 2004-21, and the Depositor and the Trustee shall herein
specify certain terms and conditions in respect thereof.
The Certificates shall have the terms and provisions set forth herein
and on Exhibit B hereto. The Maturity Date for the Certificates is February 1,
2014. On the Closing Date, $27,000,000 aggregate Certificate Principal Balance
of Certificates shall be issued.
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 Base Trust Agreement and this Series Supplement in accordance
with the terms of Section 5.13 of the Base Trust Agreement.
Section 1. CERTAIN DEFINED TERMS. (a) All terms used in this Series
Supplement that are defined in the Base Trust Agreement, either directly or by
reference therein, have the meanings assigned to such terms therein, except to
the extent such terms are defined or modified in this Series Supplement or the
context requires otherwise. The Base Trust Agreement also contains rules as to
usage which shall be applicable hereto.
(b) Pursuant to Article I of the Base Trust Agreement, the
meaning of certain defined terms used in the Base Trust Agreement shall, when
applied to the trust certificates of a particular Series, be as defined in
Article I but with such additional provisions and modifications as are specified
in the related series supplement. With respect to the Certificates, the
following definitions shall apply:
"761 ELECTION": 761 Election shall have the meaning set forth in
Section 26 of this Series Supplement.
"AGREEMENT": Agreement shall have the meaning specified in the
Preliminary Statement to this Series Supplement.
"BASE TRUST AGREEMENT": Base Trust Agreement shall have the meaning
specified in the Preliminary Statement to this Series Supplement.
"BUSINESS DAY": Any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated by
law, executive order or governmental decree to be closed.
"CERTIFICATES": TIERS Inflation-Linked Trust Certificates, Series WYE
2004-21.
"CERTIFICATE ACCOUNT": With respect to this Series, the Eligible
Account, which shall be a securities account, established and maintained by the
Securities Intermediary in the Trustee's name, to which the Term Assets and all
payments made on or with respect to the Term Assets shall be credited.
"CERTIFICATEHOLDER" OR "HOLDER": A Holder of a Certificate.
"CONFIRMATION": The meaning specified in the definition of Swap.
"CLOSING DATE": April 8, 2004.
"CORPORATE TRUST OFFICE": U.S. Bank Trust National Association, ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust,
or such other corporate trust office as the Trustee shall designate in writing
to the Depositor and the Certificateholders.
"DEPOSITARY": The Depository Trust Company.
"DISTRIBUTION DATE": Any Scheduled Distribution Date, the Maturity
Date or any Swap Termination Date.
"EXCHANGE ACT": United States Securities Exchange Act of 1934.
"FIXED PAYMENT": The payment required to be made by the Swap
Counterparty under the Swap on each Distribution Date, which will be equal to
the Periodic Payment to be made on the Certificates on each Distribution Date.
"GUARANTEE": The Guarantee dated April 8, 2004 issued by the Guarantor
guaranteeing the performance of the Swap Counterparty's obligations under the
Swap.
"GUARANTOR": Citigroup Global Markets Holdings Inc.
"INDEXED DISTRIBUTION RATE": A per annum rate for each Monthly
Interest Period, which will be equal to the greater of (i) 1.85% plus the
Inflation Index for that month and (ii) zero.
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The Indexed Distribution Rate for the interest payment period from the closing
date to May 1, 2004 will be 4.00%.
"INFLATION INDEX": With respect to each Monthly Interest Period
(except as provided below with respect to the first interest payment period, the
number calculated on the first day of that interest payment period (a "reset
date") equal to:
CPI-Ut - CPI-Ut-12
--------------------
CPI-Ut-12
where "CPI-Ut" is the non-seasonally adjusted U.S. City Average All Items
Consumer Price Index for All Urban Consumers (the "CPI"), as published by the
Bureau of Labor Statistics three months prior to the reset date; and "CPI-Ut-12"
is the CPI published by the Bureau of Labor Statistics fifteen months prior to
the reset date.
"INITIAL SWAP PAYMENT": $1,870,050.00.
"INTEREST COLLECTIONS": All payments received by the Trustee in
respect of interest and other amounts (other than in respect of principal) on
the Term Assets, including without limitation, any interest payable following a
step-up in coupon rate under the terms of the Term Assets.
"MATURITY DATE": February 1, 2014.
"MONTHLY INTEREST PERIOD": From one Scheduled Distribution Date to the
next Scheduled Distribution Date, determined without adjustment if a Scheduled
Distribution Date would otherwise fall on a day that is not a Business Day;
provided, that, the first Monthly Interest Period will commence on, and include,
the Closing Date and the final Monthly Interest Period will end on, but exclude,
..the Maturity Date (or if earlier, the date of redemption of the Certificates or
distribution in kind of the Term Assets).
"MOODY'S": The meaning specified in the definition of Rating Agency.
"PERIODIC PAYMENT": Equal to interest on the Certificate Principal
Balance of the Certificates accruing from the Closing Date at a rate per annum
equal to the Indexed Distribution Rate, payable on each Scheduled Distribution
Date for the related Monthly Interest Period.
"PLACE OF DISTRIBUTION": New York, New York.
"RATING AGENCY": Each of ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's"),
and Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc. ("S&P"), and any successor to either of the foregoing. References to "the
Rating Agency" in the Agreement shall be deemed to be each such credit rating
agency.
"RECORD DATE": With respect to any Distribution Date, the day
immediately preceding such Distribution Date.
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"REDEMPTION PRICE": With respect to the Certificates, the Certificate
Principal Balance plus the Periodic Payments accrued on such Certificates up to
the date of Redemption that remain unpaid (whether or not they would then be due
in the absence of a redemption).
"S&P": The meaning specified in the definition of Rating Agency.
"SCHEDULE": The meaning specified in the definition of Swap.
"SCHEDULED DISTRIBUTION DATE": The first day of each month, commencing
on May 1, 2004, or if any such day is not a Business Day, then the next
succeeding Business Day without any additional payment or adjustment as a result
of such delay, except that the final Scheduled Distribution Date shall be
February 1, 2014 (or if earlier, the date of redemption of the Certificates or
distribution in kind of the Term Assets).
"SPECIFIED CURRENCY": United States Dollars.
"SWAP": The ISDA Master Agreement (the "ISDA Master Agreement"), the
schedule thereto (the "Schedule") and the confirmation thereunder (the
"Confirmation"), each dated as of April 8, 2004, and each between the Swap
Counterparty and the Trust.
"SWAP CALCULATION AGENT": The "Calculation Agent," as defined under
the Swap.
"SWAP COUNTERPARTY": Citigroup Financial Products Inc.
"SWAP TERMINATION DATE": (i) the Early Termination Date as defined in
the Swap or (ii) the termination date of the Swap as a result of a Term Assets
Default.
"TERM ASSETS": As of the Closing Date $27,000,000 5.50% Notes due
February 1, 2014 issued by the Term Assets Issuer, sold to the Trustee by the
Depositor and identified on Exhibit A hereto. Additional Term Assets may also be
sold to the Trustee from time to time pursuant to Section 5 of this Series
Supplement.
"TERM ASSETS DEFAULT": An "Event of Default" as defined in the
Indenture for the Term Assets.
"TERM ASSETS DEFAULT DISTRIBUTION DATE": The date on which the Trustee
makes a distribution of the proceeds received in connection with a recovery on
the Term Assets or distribution in-kind of the Term Assets, following a Term
Assets Default.
"TERM ASSETS ISSUER": Wyeth.
"TERM ASSETS PAYMENT DATE": Each date on which the Trustee receives
Interest Collections.
"TERM ASSETS TRUSTEE": The trustee for the Term Assets, if any.
"TRUST": TIERS(R) Inflation-Linked Trust 2004-21.
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"TRUST ASSETS": (i) The Term Assets, (ii) all payments on or
collections in respect of the Term Assets accrued on or after the Closing Date,
(iii) the rights of the Trust under the Swap and the Guarantee, and (iv) all
proceeds of the foregoing.
"TRUST TERMINATION EVENT": (a) the payment in full at maturity or upon
early redemption of the Certificates, or (b) the distribution of the Term Assets
after a Swap Termination Date as required by Section 9 herein.
"VOTING RIGHTS": The Certificateholders shall have 100% of the total
Voting Rights with respect to the Certificates, which Voting Rights shall be
allocated in proportion to the principal balances of the then-outstanding
Certificates held by such Certificateholders on any date of determination.
Section 2. CREATION AND DECLARATION OF TRUST; SALE OF TERM ASSETS;
ACCEPTANCE BY TRUSTEE. (a) The Trust, of which the Trustee is the trustee, is
hereby created under the laws of the State of New York for the benefit of the
holders of the Certificates. The Trust shall be irrevocable.
(b) The Depositor, concurrently with the execution and delivery
hereof and pursuant to Section 2.1 of the Base Trust Agreement, has delivered or
caused to be delivered to the Trustee the Term Assets, the Trustee has entered
into the Swap on behalf of the Trust, and the Trustee is authorized to carry out
its duties thereunder. The Depositor directs the Trustee to enter into and
execute the documentation related to the Swap.
The Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee on behalf and for the benefit of the holders of
the Certificates and the Trust, without recourse, the Term Assets. The Trustee
shall pay the purchase price for the Term Assets by delivering to, or at the
direction of, the Depositor, all of the Certificates on the Closing Date,
together with cash in an amount equal to the Initial Swap Payment to be made by
the Swap Counterparty to the Trustee (on behalf of the Trust) on the Closing
Date pursuant to the terms of the Swap.
(c) The Trustee hereby (i) acknowledges such sale, deposit and
delivery, pursuant to subsection (b) above, and receipt by it of the Term
Assets, (ii) acknowledges that it has entered into the Swap referred to in
subsection (b) above, (iii) accepts the trusts created hereunder in accordance
with the provisions hereof and of the Base Trust Agreement but subject to the
Trustee's obligation, as and when the same may arise, to make any payment or
other distribution of the assets of the Trust as may be required pursuant to
this Series Supplement, the Swap, the Base Trust Agreement and the Certificates,
and (iv) agrees to perform the duties herein or therein required and further
agrees that any failure to receive reimbursement of expenses and disbursements
under Section 12 hereof shall not release the Trustee from its duties herein or
therein.
(d) By purchase of the Certificates, the Certificateholders are
deemed to have agreed that the Trustee is holding the Term Assets as security
for the Swap Counterparty and the Trustee hereby grants to the Swap Counterparty
in order to secure amounts due under the Credit Swap a security interest in (i)
the Term Assets, (ii) each securities account in which the Term
5
Assets are held, and (iii) all proceeds of any of the foregoing other than
proceeds that are to be distributed to the Certificateholders in accordance with
this Series Supplement.
Section 3. DESIGNATION. There is hereby created a Series of trust
certificates to be issued pursuant to the Base Trust Agreement and this Series
Supplement to be known as the "TIERS(R) Inflation-Linked Trust Certificates,
Series WYE 2004-21." The Certificates shall be issued in the amount set forth in
Section 5 and with the additional terms set forth in Exhibit B to this Series
Supplement. The Certificates shall be issued in substantially the form set forth
in Exhibit C to this Series Supplement with such necessary or appropriate
changes as shall be approved by the Depositor and the Trustee, such approval to
be manifested by the execution and authentication thereof by the Trustee. The
Certificates shall evidence undivided ownership interests in the assets of the
Trust, subject to the liabilities of the Trust, and shall be payable solely from
payments or property received by the Trustee on or in respect of the Trust
Assets.
Section 4. DATE OF THE CERTIFICATES. The Certificates that are
authenticated and delivered by the Trustee to or upon Depositor Order on the
Closing Date shall be dated the Closing Date. All other Certificates that are
authenticated after the Closing Date for any other purpose under the Agreement
shall be dated the date of their authentication.
Section 5. CERTIFICATE PRINCIPAL BALANCE AND DENOMINATIONS; ADDITIONAL
TERM ASSETS. On the Closing Date, 27,000 Certificates with an aggregate
Certificate Principal Balance of $27,000,000 shall be authenticated and
delivered under the Base Trust Agreement and this Series Supplement. The
Certificate Principal Balance of the Certificates shall initially equal 100% of
the initial principal amount of Term Assets sold to the Trustee and deposited in
the Trust. Such Certificate Principal Balance shall be calculated without regard
to the Certificates authenticated and delivered upon registration of, transfer
of, or in exchange for other Certificates pursuant to Sections 5.3, 5.4 or 5.5
of the Base Trust Agreement. The Depositor may sell to the Trustee additional
Term Assets on any date hereafter upon at least five (5) Business Days notice to
the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii)
delivery of an Opinion of Counsel to the effect that the sale of such additional
Term Assets will not materially increase the likelihood that the Trust would
fail to qualify as a grantor trust under the Code and, in any event, that the
Trust will not fail to qualify as either a grantor trust or partnership (other
than a publicly traded partnership treated as a corporation) under the Code.
Each condition to be satisfied with respect to a sale of Term Assets on or prior
to the Closing Date shall be satisfied with respect to a sale of additional Term
Assets no later than the date of sale thereof, each representation and warranty
set forth in the Agreement to be made on the Closing Date shall be made on such
date of sale with respect to the additional Term Assets, and from and after such
date of sale, all Term Assets held by the Trustee shall be held on the same
terms and conditions. Upon such sale to the Trustee, the Trustee shall credit
such additional Term Assets to the Certificate Account, and shall authenticate
and deliver to the Depositor, or its order, the Certificates in a Certificate
Principal Balance equal to 100% of the principal amount of such additional Term
Assets. Any such additional Certificates authenticated and delivered shall rank
pari passu with any Certificates previously issued in accordance with this
Series Supplement. In addition, the notional amount of the Swap will be
increased by an amount equal to 100% of the principal amount of Term Assets so
sold to the Trust.
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Section 6. CURRENCY OF THE CERTIFICATES. All distributions on the
Certificates will be made in the Specified Currency.
Section 7. FORM OF SECURITIES. The Trustee shall execute and deliver
the Certificates in the form of one or more global certificates registered in
the name of DTC or its nominee.
Section 8. CERTAIN PROVISIONS OF BASE TRUST AGREEMENT NOT APPLICABLE.
The provisions of Sections 2.3, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10, 3.11, 3.12,
3.13, 5.16, 5.17, 6.1(c) through (e), 6.6 and 9.1 of the Base Trust Agreement
and any other provision of the Base Trust Agreement which imposes obligations
on, or creates rights in favor of, the Trustee or the Certificateholders as a
result of or in connection with an "Event of Default" or "Administrative Agent
Termination Event" shall be inapplicable with respect to the Certificates. In
addition, there is no "Administrative Agent" specified herein, and all
references to "Administrative Agent" in the Base Trust Agreement shall be
inapplicable with respect to the Certificates.
Section 9. DISTRIBUTIONS.
(a) On each Scheduled Distribution Date prior to the occurrence
of a Swap Termination Date, the Trustee shall distribute to the
Certificateholders the Fixed Payment received by the Trustee from the Swap
Counterparty on such Scheduled Distribution Date. On the Maturity Date, the
Trustee shall distribute to the Certificateholders the pro rata share for the
Certificates of a single payment of principal of $27,000,000 (or $1,000 per
Certificate). If any payment with respect to the Trust Assets as described in
this Section 9(a) is made to the Trustee after the Scheduled Distribution Date
on which such payment was due, the Trustee shall distribute such amount received
on the Business Day following such receipt.
(b) On each Term Assets Payment Date prior to the occurrence of
a Swap Termination Date, the Trustee shall distribute to the Swap Counterparty
all Interest Collections received on the Term Assets.
(c) If a Swap Termination Date occurs OTHER THAN as a result of
a Term Assets Default and the Swap Calculation Agent determines in accordance
with the Swap that a termination payment is owed by the Trust to the Swap
Counterparty and that the market value of the Term Assets (excluding accrued
interest thereon) is greater than the aggregate Certificate Principal Balance,
then the Trustee shall sell the Term Assets and all other the Trust Assets other
than the Swap and cash and shall distribute such proceeds in the following
priority: (i) to the Certificateholders, an amount equal to the Redemption Price
of the Certificates, then (ii) to the Swap Counterparty, the termination payment
due under the Swap, and then (iii) to the Certificateholders, all other amounts
held by the Trust.
(d) If a Swap Termination Date occurs OTHER THAN as a result of
a Term Assets Default and the Swap Calculation Agent determines in accordance
with the Swap that a termination payment is owed by the Swap Counterparty to the
Trust, then the Trustee shall distribute to Certificateholders all of the Term
Assets (provided, that Certificateholders representing a majority of the voting
rights on the Certificates will be entitled to direct the Trustee to sell the
Term Assets and distribute the proceeds to Certificateholders, subject to the
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Trustee's receipt of satisfactory indemnity), the termination payment received
by the Trust from the Swap Counterparty, and all other Trust Assets.
(e) If a Swap Termination Date occurs OTHER THAN as a result of
a Term Assets Default and the Swap Calculation Agent determines in accordance
with the Swap that a termination payment is owed by the Trust to the Swap
Counterparty but the market value of the Term Assets (excluding accrued interest
thereon) is not greater than the aggregate Certificate Principal Balance, then
the Trustee shall distribute the Term Assets to the Certificateholders
(provided, that Certificateholders representing a majority of the voting rights
on the Certificates will be entitled to direct the Trustee to sell the Term
Assets and distribute the proceeds to Certificateholders, subject to the
Trustee's receipt of satisfactory indemnity) and will pay to the Swap
Counterparty any assets remaining in the Trust after the distribution. No
further termination payment will be due by either party under the Swap.
(f) If a Swap Termination Date occurs as a result of a Term
Assets Default, then the Trustee shall distribute (i) to the Certificateholders,
all of the Term Assets; PROVIDED, that Certificateholders representing a
majority of the voting rights on the Certificates will be entitled to direct the
Trustee to sell the Term Assets and distribute the proceeds to
Certificateholders, subject to the Trustee's receipt of satisfactory indemnity
and (ii) to the Swap Counterparty, all other Trust Assets.
(g) If the Term Assets are redeemed in whole or in part in
accordance with their terms, the Trustee shall FIRST pay redemption proceeds (to
the extent of funds available) to redeem Certificates, in an aggregate principal
amount equal to the principal amount of the Term Assets to be redeemed, at their
Redemption Price and SECOND distribute all remaining proceeds of the redemption
of the Term Assets (and in the case of a redemption in whole, all remaining
Trust Assets) to the Swap Counterparty. The Trustee shall give
Certificateholders notice of any redemption of Certificates at least fifteen
days before the redemption date.
(h) If the Trustee is required to sell the Term Assets, the
Trustee shall solicit bids for the sale of the Term Assets with settlement
thereof on or before the third (3rd) Business Day after such sale from three
leading dealers in the relevant market, one of whom shall be Citigroup Global
Markets Inc. In addition to Citigroup Global Markets Inc., any of the following
dealers shall be deemed to qualify as leading dealers: (1) Credit Suisse First
Boston LLC, (2) ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., (3) ▇▇▇▇▇▇ Brothers Inc., (4) ▇▇▇▇▇▇▇
▇▇▇▇▇, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and (5) UBS Securities LLC; PROVIDED,
HOWEVER, that no bid from Citigroup Global Markets Inc. or any affiliate thereof
shall be accepted unless such bid equals the then fair market value of such Term
Assets. The Trustee shall not be responsible for the failure to obtain a bid so
long as it has made reasonable efforts to obtain bids. If a bid for the sale of
the Term Assets has been accepted by the Trustee but the sale has failed to
settle on the proposed settlement date, the Trustee shall request new bids from
such leading dealers.
(i) Distributions to the Certificateholders on each Distribution
Date will be made to the Certificateholders of record on the related Record
Date.
(j) All distributions to Certificateholders (including, without
limitation, distributions of Term Assets pursuant to Sections 9(d), (e) or (f)
and partial redemptions of
8
Certificates pursuant to Section 9(g)) shall be allocated pro rata among the
Certificates based on their respective Certificate Principal Balances as of the
related Record Date.
(k) Notwithstanding any provision of the Agreement to the
contrary, to the extent funds are available, the Trustee will initiate payment
in immediately available funds by 10:00 A.M. (New York City time) on each
Distribution Date of all amounts payable to each Certificateholder with respect
to any Certificate held by such Certificateholder or its nominee (without the
necessity for any presentation or surrender thereof or any notation of such
payment thereon) in the manner and at the address as each Certificateholder may
from time to time direct the Trustee in writing at least fifteen (15) days prior
to such Distribution Date requesting that such payment will be so made and
designating the bank account to which such payments shall be so made. The
Trustee shall be entitled to rely on the last instruction delivered by the
Certificateholder pursuant to this Section 9(k) unless a new instruction is
delivered at least fifteen (15) days prior to a Distribution Date.
(l) If the Term Assets Issuer ceases to file periodic reports
under the Exchange Act and the Depositor determines in its sole discretion,
after consultation with the Commission, that under applicable securities laws,
rules or regulations, the Trust must be liquidated or the Term Assets
distributed, then the Trustee shall liquidate or distribute in kind to the
Certificateholders, as directed by the Depositor, any remaining Term Assets and
distribute any proceeds thereof to the Certificateholders. The Trustee shall
notify each Rating Agency of any such liquidation or distribution of the Trust.
(m) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this Series
Supplement. Notwithstanding anything in the Agreement to the contrary, to the
extent there remains on deposit monies or property in the Trust after all
required payments and distributions have been made in accordance with this
Series Supplement (including without limitation this Section 9), such remaining
monies or property shall be distributed to the Certificateholders on a pro rata
basis based on the respective Certificate Principal Balances of the Certificates
held on the date the final Periodic Payment was made on the Certificates. The
Trustee shall in no way be responsible or liable to the Certificateholders nor
shall any Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective Certificate Principal Balances.
(n) On August 1, 2004, the Trustee shall pay to the Swap
Counterparty from the scheduled interest distributions received on the Term
Assets on such date, the amount of the interest accrued on the Term Assets from
the preceding payment date for the Term Assets to but not including the Closing
Date, which amount equals $462,000. In the event such amounts are not received
by the Trustee on such date or otherwise are insufficient to pay such amount of
accrued interest to the Swap Counterparty, the Swap Counterparty shall have a
claim for the unpaid portion of such amount and shall share with
Certificateholders to the extent of such claim in the proceeds from the sale or
recovery of the Term Assets.
Section 10. TERMINATION OF TRUST. (a) The Trust shall terminate upon
the occurrence of any Trust Termination Event.
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(b) Except for any reports and other information required to be
provided to Certificateholders hereunder and under the Base Trust Agreement and
except as otherwise specified herein and therein, the obligations of the Trustee
will terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them and the disposition of all Term Assets held
by the Trustee. The Trust shall thereupon terminate, except for surviving rights
of indemnity.
(c) Promptly after the Trustee has received notice of a Swap
Termination Date, the Trustee shall provide notice to the Rating Agencies of
such Swap Termination Date.
Section 11. LIMITATION OF POWERS AND DUTIES. (a) The Trustee shall
administer the Trust and the Term Assets solely as specified herein, in the Base
Trust Agreement and, as long as the Swap shall be in effect, the Swap.
(b) The Trust is constituted solely for the purpose of (i)
acquiring and holding the Term Assets, (ii) issuing the Certificates, (iii)
entering into and performing its obligations and enforcing its rights under the
Base Trust Agreement, this Series Supplement and the Swap and (iv) taking the
other actions required hereunder and under the Swap. The Trustee is not
authorized to acquire any other investments or engage in any activities not
authorized herein or in the Swap and, in particular, except to the extent
expressly provided in the Agreement, the Trustee is not authorized (i) to sell,
assign, transfer, exchange, pledge, set-off or otherwise dispose of any of the
Term Assets, once acquired, or interests therein, including to
Certificateholders, (ii) to merge or consolidate the Trust with any other
entity, or (iii) to do anything that would materially increase the likelihood
that the Trust will fail to qualify as a grantor trust for United States federal
income tax purposes. In addition, the Trustee has no power to create, assume or
incur indebtedness or other liabilities in the name of the Trust other than as
contemplated herein and in the Base Trust Agreement.
(c) The parties acknowledge that the Trustee, as the holder of
the 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 Base Trust Agreement or this Series
Supplement. If the Trustee receives from the Term Assets Trustee, the Term
Assets Issuer or, if applicable, the Depositary with respect to the Term Assets,
a request for the Trustee's consent to any amendment, modification or waiver of
the Term Assets, or any document relating thereto, or receives any other
solicitation for any action with respect to the Term Assets, the Trustee shall
within two (2) 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 were actually voted or not
voted by the Holders thereof as of a date determined by the Trustee prior to the
date such vote or consent is required; PROVIDED, HOWEVER, that, notwithstanding
anything to the contrary in the Base Trust Agreement or this Series Supplement,
the Trustee shall at no time vote 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
10
exchange or substitution of any Term Asset whether or not pursuant to a plan for
the refunding or refinancing of such Term Asset, except in each case with the
unanimous consent of the Certificateholders, and subject to the requirement that
such vote would not materially increase the likelihood that the Trust will fail
to qualify as a grantor trust for federal income tax purposes, and, in any
event, that the Trust will not fail to qualify as either a grantor trust or
partnership (other than a publicly traded partnership treated as a corporation)
under the Code, such determination to be based solely on an Opinion of Counsel.
The Trustee shall not be obligated to follow any instruction that would cause
the Trust to violate the terms of any agreement or other obligation to which the
Trust is a party. The Trustee shall have no liability for any failure to act or
to refrain from acting resulting from the Certificateholders' late return of, or
failure to return, directions requested by the Trustee from the
Certificateholders.
(d) Notwithstanding any provision of the Agreement to the
contrary, the Trustee may require from the Certificateholders, prior to taking
any action at the direction of the Certificateholders, an indemnity agreement of
a Certificateholder or any of its Affiliates to provide for security or
indemnity against the costs, expenses and liabilities the Trustee may incur by
reason of any such action. An unsecured indemnity agreement, if acceptable to
the Trustee, shall be deemed to be sufficient to satisfy such security or
indemnity requirement.
(e) Notwithstanding any provision of the Agreement to the
contrary, the Trustee shall act as the sole Authenticating Agent, Paying Agent
and Certificate Registrar.
Section 12. COMPENSATION OF TRUSTEE. Each of the Trustee and U.S. Bank
National Association, as co-trustee (the "co-trustee"), shall be entitled to
receive from the Depositor as compensation for its services hereunder, trustee's
fees pursuant to a separate agreement among the Trustee, the co-trustee, and the
Depositor, and shall be reimbursed for all reasonable expenses, disbursements
and advances incurred or made by it (including the reasonable compensation,
disbursements and expenses of its counsel and other persons not regularly in its
employ). The Depositor shall indemnify and hold harmless each of the Trustee and
the co-trustee, and its successors, assigns, agents and servants against any and
all loss, liability or reasonable expense (including attorneys' fees) incurred
by it in connection with the administration of this trust and the performance of
its duties thereunder. The Trustee and the co-trustee shall notify the Depositor
promptly of any claim for which they may seek indemnity. Failure by the Trustee
or the co-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 or the
co-trustee through the Trustee's or the co-trustee's own willful misconduct,
gross negligence or bad faith. The indemnities contained in this Section 12
shall survive the resignation or termination of the Trustee or the co-trustee,
or the termination of this Agreement.
Failure by the Depositor to pay, reimburse or indemnify the Trustee or
the co-trustee shall not entitle the Trustee or the co-trustee to any payment,
reimbursement or indemnification from the Trust, nor shall such failure release
either the Trustee or the co-trustee from the duties it is required to perform
under the Base Trust Agreement or the Swap. Any unpaid, unreimbursed or
unindemnified amounts shall not be borne by the Trust and shall not constitute a
claim against the Trust, but shall be borne by each of the Trustee and the
co-trustee
11
in its individual capacity, and the Trustee and the co-trustee shall have no
recourse against the Trust with respect thereto.
Section 13. MODIFICATION OR AMENDMENT. (a) The Trustee shall not enter
into any modification or amendment of the Base Trust Agreement or this Series
Supplement unless such modification or amendment is in accordance with Section
10.1 of the Base Trust Agreement. Pursuant to Section 5 of this Series
Supplement, the Depositor may sell to the Trustee additional Term Assets from
time to time without violation of this Section 13. Notwithstanding anything to
the contrary contained in Section 10.1 of the Base Trust Agreement, the Base
Trust Agreement or this Series Supplement may not be amended or modified for the
purposes contained in items (v) through (viii) in Section 10.1 of the Base Trust
Agreement unless the Trustee has received written confirmation from each Rating
Agency that such amendment will not cause such Rating Agency to reduce or
withdraw the then current rating thereof.
(b) The Required Percentage--Amendment (as defined in the Base
Trust Agreement) referenced in the second proviso of Section 10.1(b) of the Base
Trust Agreement shall be 100%.
(c) Subject to the terms of the Swap, the Swap may be amended by
the Trustee and the Swap Counterparty without the consent of Certificateholders,
provided, that if such amendment materially adversely affects the rights of the
Certificateholders, such amendment shall require the consent of
Certificateholders representing a majority of the Voting Rights on the
Certificates.
Section 14. ACCOUNTING. Notwithstanding Section 3.16 of the Base Trust
Agreement, no such accounting reports shall be required. Pursuant to Section 4.2
of the Base Trust Agreement, the Trustee shall cause the statements to be
prepared and forwarded as provided therein.
Section 15. NO INVESTMENT OF AMOUNTS RECEIVED ON TERM ASSETS. Except
as otherwise provided herein, all amounts received on or with respect to the
Term Assets shall be held uninvested by the Trustee.
Section 16. NO EVENT OF DEFAULT. There shall be no Events of Default
defined with respect to the Certificates.
Section 17. NOTICES. (a) All directions, demands and notices hereunder
and under the Base Trust Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered or mailed by first
class mail, postage prepaid or by express delivery service or by certified mail,
return receipt requested or delivered in any other manner specified herein, (i)
in the case of the Depositor, to Structured Products Corp., ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Secretary, or such
other address as may hereafter be furnished to the Trustee in writing by the
Depositor, (ii) in the case of the Swap Counterparty, to Citigroup Financial
Products Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Director Derivative Operations, facsimile number (▇▇▇) ▇▇▇-▇▇▇▇, or such other
address as may hereafter be furnished to the Trustee in writing by the Swap
Counterparty, and (iii) in the case of the Trustee, to U.S. Bank Trust National
Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
12
Suite 1600, New York, New York 10005, Attention: Corporate Trust, facsimile
number (▇▇▇) ▇▇▇-▇▇▇▇, 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 10.7 of the Base Trust Agreement, or otherwise, such notices shall
be mailed or delivered as provided in such Section 10.7, to: Synthetic CDO
Surveillance, Structured Finance Ratings, Standard & Poor's Ratings Services, ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and ▇▇▇▇▇'▇ Investors Service, Inc.,
Structured Derivative Products, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; or
such other address as the Rating Agency may designate in writing to the parties
hereto.
(c) If a Term Assets Default occurs, the Trustee shall promptly
give notice to the Depositary or, for any Certificates which are not then held
by the Depositary or any other depository, directly to the registered holders of
such Certificates. Such notice shall set forth (i) the identity of the Term
Assets Issuer, (ii) the date and nature of such Term Assets Default, (iii) the
amount of the interest or principal in default, (iv) the Certificates affected
by the Term Assets Default, and (v) any other information which the Trustee may
deem appropriate.
(d) Notwithstanding any provisions of the Agreement to the
contrary, the Trustee shall deliver all notices or reports required to be
delivered by the Trustee to the Certificateholders without charge to such
Certificateholders.
Section 18. 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 Base Trust
Agreement. Additionally, the Trustee shall provide at the request of any
Certificateholder without charge to such Certificateholder the name and address
of each Certificateholder as recorded in the Certificate Register for purposes
of contacting the other Certificateholders with respect to their rights
hereunder or for the purposes of effecting purchases or sales of the
Certificates.
Section 19. ADVANCES. There is no Administrative Agent specified
herein; hence no person (including the Trustee) shall be permitted or obligated
to make Advances as described in Section 4.3 of the Base Trust Agreement.
Section 20. RATIFICATION OF AGREEMENT. With respect to the Series
issued hereby, the Base Trust Agreement (including the grant of a security
interest in Section 10.8 of the Agreement with respect to the Term Assets
conveyed hereunder), as supplemented by this Series Supplement, is in all
respects ratified and confirmed, and the Base Trust Agreement as so supplemented
by this Series Supplement shall be read, taken and construed as one and the same
instrument. To the extent there is any inconsistency between the terms of the
Base Trust Agreement and this Series Supplement, the terms of this Series
Supplement shall govern.
Section 21. 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.
13
Section 22. GOVERNING LAW. This Series Supplement and each Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely therein without reference to such State's principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws. The establishment
and maintenance of the Certificate Account shall be governed by the law of the
State of New York and the law of the State of New York is the securities
intermediary's jurisdiction of the Securities Intermediary for purposes of the
UCC.
Section 23. ESTABLISHMENT OF CERTIFICATE ACCOUNT; TRUSTEE'S
ENTITLEMENT ORDERS.
(a) The Securities Intermediary and the Trustee hereby represent
and warrant that:
(i) The Certificate Account for the Trust is a "securities
account" within the meaning of Section 8-501 of the UCC and is held only in
the name of the Trustee on behalf of the Trust. The Securities Intermediary
is acting in the capacity of a "securities intermediary" within the meaning
of Section 8-102(a)(14) of the UCC;
(ii) All Term Assets have been (A) delivered to the Securities
Intermediary pursuant to the Agreement and (B) credited to the Certificate
Account; and
(iii) The Securities Intermediary shall treat the Trustee as
entitled to exercise the rights that comprise any financial asset credited
to the Certificate Account.
(b) If at any time the Securities Intermediary shall receive any
order from the Trustee directing the transfer or redemption of any Term Assets
credited to the Certificate Account, the Securities Intermediary shall comply
with such entitlement order without further consent by the Depositor or any
other Person. The Securities Intermediary shall take all instructions (including
without limitation all notifications and entitlement orders) with respect to the
Certificate Account solely from the Trustee.
Section 24. CERTIFICATE OF COMPLIANCE. The Depositor shall deliver to
the Trustee on or prior to June 30 of each year prior to a Trust Termination
Event the Officer's Certificate as to compliance as required by Section 6.1(b)
of the Base Trust Agreement.
Section 25. APPOINTMENT OF CO-TRUSTEE. The Depositor and the Trustee
hereby appoint U.S. Bank National Association, a national banking association,
as co-trustee under the Agreement. Any action required to be taken by the
Trustee may be taken by U.S. Bank National Association, as co-trustee, in full
satisfaction of the obligations of the Trustee. By its acceptance of this Series
Supplement, U.S. Bank National Association hereby accepts its appointment as
co-trustee under the Agreement.
Section 26. STATEMENT OF INTENT. It is the intention of the parties
hereto that, for purposes of federal income taxes, 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
14
grantor trust, but failing that, as a partnership (other than a publicly traded
partnership treated as a corporation). The parties hereto agree that, unless
otherwise required by appropriate tax authorities, the Trust shall file or cause
to be filed annual or other necessary returns, reports and other forms
consistent with such intended characterization. In the event that the Trust is
characterized by appropriate tax authorities as a partnership for federal income
tax purposes, each Certificateholder, by its acceptance of its Certificate,
agrees to report its respective share of the items of income, deductions, and
credits of the Trust on its respective returns (making such elections as to
individual items as may be appropriate) in accordance with Treasury Regulations
Section 1.761-2(b) (the "761 Election") and in a manner consistent with the
exclusion of the Trust from partnership tax accounting. The terms of the
Agreement shall be interpreted to further these intentions of the parties. In
mutual consideration for each Certificateholder's purchase of a Certificate,
each such Certificateholder is deemed to agree not to delegate (for a period of
more than one year) authority to purchase, sell to exchange its Certificate to
any person.
Each Certificateholder (and each beneficial owner of a Certificate) by
acceptance of its Certificate (or its beneficial interest therein) agrees,
unless otherwise required by appropriate tax authorities, to file its own tax
returns and reports in a manner consistent with the characterization indicated
above.
Section 27. FILING OF PARTNERSHIP RETURNS. In the event that the Trust
is characterized (by appropriate tax authorities) as a partnership for United
States federal income tax purposes, and the 761 Election is ineffective, the
Depositor agrees to reimburse the Trust for any expenses associated with the
filing of partnership returns (or returns related thereto).
Section 28. "FINANCIAL ASSETS" ELECTION. The Securities Intermediary
hereby agrees that the Term Assets credited to the Certificate Account shall be
treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the
UCC.
Section 29. CONFLICT WITH OTHER AGREEMENTS. The Securities
Intermediary hereby confirms and agrees that:
(a) There are no other agreements entered into between the
Securities Intermediary and the Depositor with respect to the Certificate
Account. The Certificate Account and all property credited to the Certificate
Account is not subject to, and the Securities Intermediary hereby waives, any
lien, security interest, right of set off, or encumbrance in favor of the
Securities Intermediary or any Person claiming though the Securities
Intermediary (other than the Trustee);
(b) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any other Person relating to
the Certificate Account and/or any financial assets credited thereto pursuant to
which it has agreed to comply with entitlement orders of any Person other than
the Trustee; and
(c) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any Person purporting to limit
or condition the obligation of the Securities Intermediary to comply with
entitlement orders as set forth in Section 23(b) hereof.
15
Section 30. ADDITIONAL TRUSTEE AND SECURITIES INTERMEDIARY
REPRESENTATIONS. The Trustee and the Securities Intermediary each hereby
represents and warrants as follows:
(a) The Trustee and the Securities Intermediary each maintains
its books and records with respect to its securities accounts in the State of
New York;
(b) Except for the lien in favor of the Swap Counterparty, the
Trustee and the Securities Intermediary each has not granted any lien on the
Term Assets nor are the Term Assets subject to any lien on properties of the
Trustee or the Securities Intermediary in its individual capacity; the Trustee
and the Securities Intermediary each has no actual knowledge and has not
received actual notice of any lien on the Term Assets (other than any liens of
the Trustee in favor of the beneficiaries of the Trust Agreement); other than
the interests of the Trustee and the Certificateholders, the books and records
of the Trustee and the Securities Intermediary each do not identify any Person
as having an interest in the Term Assets; and
(c) The Trustee and the Securities Intermediary each makes no
representation as to (i) the validity, legality, sufficiency or enforceability
of any of the Term Assets or (ii) the collectability, insurability,
effectiveness or suitability of any of the Term Assets.
Section 31. ADDITIONAL DEPOSITOR REPRESENTATIONS. The Depositor hereby
represents and warrants to the Trustee as follows:
(a) Immediately prior to the sale of the Term Assets to the
Trust, the Depositor owned and had good and marketable title to the Term Assets
free and clear of any lien, claim or encumbrance of any Person.
(b) The Depositor has received all consents and approvals
required by the terms of the Term Assets to the sale to the Trustee of its
interest and rights in the Term Assets as contemplated by the Trust Agreement;
and
(c) The Depositor has not assigned, pledged, sold, granted a
security interest in or otherwise conveyed any interest in the Term Assets (or,
if any such interest has been assigned, pledged or otherwise encumbered, it has
been released), except such interests sold pursuant to the Trust Agreement. The
Depositor has not authorized the filing of and is not aware of any financing
statements against the Depositor that includes a description of the Term Assets,
other than any such filings pursuant to the Trust Agreement. The Depositor is
not aware of any judgment or tax lien filings against Depositor.
Section 32. ADDITIONAL CERTIFICATEHOLDER DEEMED REPRESENTATIONS. Each
Certificateholder (and each beneficial owner of a Certificate) will be deemed to
have represented by its purchase and holding of the Certificate that, on each
day from the date on which it acquires its interest in the Certificate through
and including the date on which it disposes of its interest in the Certificate,
it is not and it is not acting on behalf of or using the assets of (a) an
employee benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) subject to ERISA, (b) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the "Code"), subject to Section 4975 of the Code or (c) an entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity.
16
Section 33. REPORT TO CERTIFICATEHOLDERS. Section 4.2 of the Base
Trust Agreement is hereby amended by deleting the following line from paragraph
(v): "the current rating assigned by the Rating Agency thereon."
17
IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be
executed by their respective duly authorized officers as of the date first above
written.
STRUCTURED PRODUCTS CORP.
By:
---------------------------------
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------
Responsible Officer
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Securities Intermediary
By:
---------------------------------
Responsible Officer
ACCEPTED AND ACKNOWLEDGED BY:
U.S. BANK NATIONAL ASSOCIATION,
as Co-Trustee
By:
---------------------------------
Responsible Officer
1
EXHIBIT A
IDENTIFICATION OF THE TERM ASSETS AS OF CLOSING DATE
Term Assets Issuer: Wyeth
Term Assets: 5.50% Notes due February 1, 2014
Maturity Date: February 1, 2014
Original Principal Amount Issued: $1,750,000,000
CUSIP No.: ▇▇▇▇▇▇▇▇▇
Stated Interest Rate: 5.50% per annum
Interest Payment Dates: February 1 and August 1
Redemption: The Term Assets Issuer has the right to
redeem the Term Assets, in whole or in
part, at the option of the Term Assets
Issuer, at any time or from time to time,
at a redemption price equal to the greater
of (i) 100% of the principal amount of the
Term Assets to be redeemed on the date of
redemption and (ii) the sum of the present
values of the remaining scheduled payments
of principal and interest thereon on the
date of redemption (not including any
portion of any payments of interest accrued
to the date of redemption), discounted to
the date of redemption on a semiannual
basis (assuming a 360-day year consisting
of twelve 30-day months) at a certain
treasury benchmark rate plus 0.25%, plus in
each case, accrued and unpaid interest
thereon to the date of redemption.
Principal Amount of Term Assets
Deposited Under Trust Agreement: $27,000,000
The Term Assets will be held by the Trustee as security entitlements credited to
an account of the Trustee or its agent at The Depository Trust Company, New
York, New York ("DTC").
A-1
EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Maximum Number of Certificates 27,000
Aggregate Principal Amount
of Certificates: $27,000,000
Authorized Denomination: $1,000 and integral multiples thereof
Rating Agencies: Standard & Poor's Ratings Services,
and ▇▇▇▇▇'▇ Investors Service, Inc.
Closing Date: April 8, 2004
Distribution Dates: Any Scheduled Distribution Date, the
Maturity Date or any Term Assets Default
Distribution Date.
Interest Rate: Indexed Distribution Rate
Maturity Date: February 1, 2014
Record Date: With respect to any Distribution Date, the
day immediately preceding such Distribution
Date.
Trustee's Fees: The Trustee's fees shall be payable by the
Depositor pursuant to a separate fee
agreement between the Trustee and the
Depositor.
Initial Certificate Registrar: U.S. Bank Trust National Association
Corporate Trust Office: U.S. Bank Trust National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department,
Regarding TIERS(R) Inflation-Linked Trust
2004-21
B-1
EXHIBIT C
FORM OF CERTIFICATE
THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CERTIFICATE NUMBER: Certificates
CUSIP: Certificate Principal Amount
TIERS(R) INFLATION-LINKED TRUST CERTIFICATES
evidencing an undivided interest in the Trust, as defined below, the assets
of which include 5.50% Notes due February 1, 2014, issued by ▇▇▇▇▇.
This Certificate does not represent an interest in or obligation of the
Depositor or any of its affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in TIERS(R) Inflation-Linked Trust
2004-21 (the "Trust") formed by Structured Products Corp., as depositor (the
"Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of
December 15, 2000 (as amended and supplemented, the "Agreement"), between the
Depositor and U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Wyeth 2004-21 Supplement, dated as of
April 8, 2004 (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
C-1
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(R) Inflation-Linked Trust Certificates, Series Wyeth 2004-21" (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
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The assets of the Trust include the
Term Assets, the rights of the Trust under the Swap and the Guarantee and all
proceeds of the Term Assets. Additional Term Assets may be sold to the Trustee
and additional Certificates may be authenticated and delivered from time to time
as provided in the Trust Agreement, which additional Certificates shall rank
pari passu with all other Certificates issued in accordance with the Series
Supplement.
Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in whose
name this Certificate is registered at the close of business on the related
Record Date, such Certificateholder's fractional undivided interest in the
amount of distributions of the Trust Assets to be distributed to
Certificateholders on such Distribution Date.
The distributions in respect of this Certificate are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts as set forth in the Series Trust
Agreement.
It is the intent of the Depositor and the Certificateholders that the Trust
will be classified as a grantor trust under subpart E, Part I of subchapter J of
the Internal Revenue Code of 1986, as amended, and failing that, as a
partnership (other than a publicly traded partnership treated as a corporation).
In the event that the Trust is characterized by appropriate tax authorities as a
partnership for federal income tax purposes, each Certificateholder, by its
acceptance of its Certificate, agrees to report its respective share of the
items of income, deductions, and credits of the Trust on its respective returns
(making such elections as to individual items as may be appropriate) in
accordance with Treasury Regulations Section 1.761-2(b) (i.e., in a manner
consistent with the exclusion of the Trust from partnership tax accounting). In
mutual consideration for each Certificateholder's purchase of a Certificate,
each such Certificateholder is deemed to agree not to delegate (for a period of
more than one year) authority to purchase, sell or exchange its Certificate to
any person. Except as otherwise required by appropriate taxing authorities, the
Depositor and the Trustee, by executing the Trust Agreement, and each
Certificateholder, by acceptance of a Certificate, agrees to treat, and to take
no action inconsistent with such intentions and the provisions of the Trust
Agreement shall be interpreted to further these intentions of the parties.
Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder shall not, prior to the date which is one
year and one day after the termination of the Trust Agreement, acquiesce,
petition or otherwise invoke or cause the Depositor to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining
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a case against the Depositor under any federal or state bankruptcy, insolvency,
reorganization or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Depositor or
any substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Depositor.
The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Trustee by manual signature, this Certificate shall
not entitle the Holder hereof to any benefit under the Trust Agreement or be
valid for any purpose.
A copy of the Trust Agreement is available upon request and all of its
terms and conditions are hereby incorporated by reference and made a part
hereof.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Trustee and
Authenticating Agent
By:
--------------------------------------
Authorized Signatory
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