[Execution Copy]
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SERIES FDX 1997-1 SUPPLEMENT
between
PRUDENTIAL SECURITIES STRUCTURED ASSETS, INC.
as Depositor
and
THE BANK OF NEW YORK
as Trustee
Receipts on Corporate Securities Trust, Series FDX 1997-1
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TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT....................................... 1
SECTION 1. Certain Defined Terms................. 1
SECTION 2. Creation and Declaration of Trust; Grant
of Term Assets; Acceptance
by Trustee............................ 4
SECTION 3. Designation........................... 4
SECTION 4. Form and Date of the Certificates..... 4
SECTION 5. Certificate Principal Balance
and Notional Amount ................. 5
SECTION 6. Currency of the Certificates.......... 5
SECTION 7. Certain Provisions Regarding
Transfer and Exchange ................ 5
SECTION 8. Certain Provisions of Base Trust
Agreement Not Applicable ............. 6
SECTION 9. Distributions......................... 6
SECTION 10. Termination of Trust.................. 7
SECTION 11. Limitation of Powers and Duties....... 8
SECTION 12. Modification or Amendment............. 8
SECTION 13. [Intentionally Omitted]............... 8
SECTION 14. No Investment of Amounts Received
on Term Assets ....................... 8
SECTION 15. Rule 144A Information................. 8
SECTION 16. Notices............................... 8
SECTION 17. Access to Certain Documentation....... 8
SECTION 18. Ratification of Agreement............. 8
SECTION 19. Counterparts.......................... 9
SECTION 20. Governing Law......................... 9
SECTION 21. Trustee Election...................... 9
SECTION 22. Covenant of Depositor................. 9
EXHIBIT A -- Form of Amortizing Class Certificate
EXHIBIT B -- Form of Residual Class Certificate
SCHEDULE 1 -- Identification of Term Assets
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SERIES FDX 1997-1 SUPPLEMENT dated as of August 28, 1997 (this
"Series Supplement") between Prudential Securities Structured
Assets, Inc., a Delaware corporation, as depositor (the
"Depositor"), and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of August
28, 1997 (as amended and supplemented pursuant to this Series
Supplement, the "Agreement"), among the Depositor and the
Trustee, such parties may at any time and from time to time enter
into a series supplement supplemental to the Agreement for the
purpose of creating a trust. Section 5.13 of the Agreement
provides that the Depositor may at any time and from time to time
direct the Trustee to authenticate and deliver, on behalf of any
such trust, a new series of trust certificates. Each trust
certificate of such new series of trust certificates will
represent a fractional undivided beneficial interest in such
trust. Certain terms and conditions applicable to each such
series are to be set forth in the related series supplement to
the Agreement.
Pursuant to this Series Supplement, the Depositor and
the Trustee shall create and establish a new trust to be known as
Receipts on Corporate Securities Trust, Series FDX 1997-1 (the
"Trust"), and a new Series of trust certificates to be issued
thereby, which certificates shall be known as the Receipts of
Corporate Securities, Series FDX 1997-1 (the "Certificates"), and
the Depositor and the Trustee shall herein specify certain terms
and conditions in respect thereof.
The Certificates shall be issued in two Classes
consisting of (a) the Amortizing Class Certificates (the
"Amortizing Class Certificates") and (b) the Residual Class
Certificates (the "Residual Class Certificates"), subject to
Section 5.16 of the Agreement.
On behalf of and pursuant to the authorizing
resolutions of the Board of Directors of the Depositor, an
authorized officer of the Depositor has authorized the execution,
authentication and delivery of the Certificates, and has
authorized the Agreement and this Series Supplement in accordance
with the terms of Section 5.13 of the Agreement.
SECTION 1. Certain Defined Terms. (a) All terms used
in this Series Supplement that are defined in the Agreement,
either directly or by reference therein, have the meanings
assigned to such terms therein, except to the extent such terms
are defined or modified in this Series Supplement or the context
requires otherwise. The Agreement also contains rules as to usage
which shall be applicable hereto.
(b) Pursuant to Article I of the Agreement, the
meaning of certain defined terms used in the Agreement shall,
when applied to the trust certificates of a particular Series, be
as defined in Article I but with such additional provisions and
modifications as are specified in the related series supplement.
With respect to the Certificates, the following definitions shall
apply:
"Amortizing Class Certificates": a Class of securities
issued pursuant to this Agreement representing an undivided
interest in the distributions described in Section 9 payable to
such Class.
"Amortizing Class Final Distribution Date": July 1, 2017.
"Available Funds": 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.
"Calculation Agent": The Depositor.
"Certificates": Receipts of Corporate Securities,
Series FDX 1997-1.
1
"Certificateholder" or "Holder": With respect to any
Amortizing Class Certificate or Residual Class Certificate, the
Holder thereof.
"Certificate Principal Balance": For any Residual
Class Certificate, a pro rata portion of the principal amount of
the then outstanding Term Assets.
"Closing Date": August 28, 1997.
"Corporate Trust Office": The Bank of New York, Xxx
Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust or
such other corporate trust office as the Trustee shall designate
in writing to the Depositor and the Certificateholders.
"Distribution Date": Any Scheduled Distribution Date,
or an In-Kind Distribution Date, or the date on which a Maturity
Shortening Redemption occurs.
"Exchange Certificate": any Amortizing Class
Certificates and any Residual Class Certificates to be issued
pursuant to this Agreement in the Exchange Offer in exchange for
the Initial Certificates of the Amortizing Class and Initial
Certificates of the Residual Class, as the case may be, at the
request of the holder of such Initial Certificates.
"Exchange Offer": the offer registered by the
Depositor on behalf of the Trust pursuant to the Exchange Offer
Registration Statement in which the Trust offers to holders of
the Initial Certificates of the Amortizing Class and/or the
Residual Class the opportunity to exchange such outstanding
Initial Certificates of the Amortizing Class and Initial
Certificates of the Residual Class, as the case may be, for
Exchange Certificates of the Amortizing Class and Exchange
Certificates of the Residual Class, respectively, in an aggregate
principal amount equal to the aggregate principal amount of the
Initial Certificates tendered in such offer by such Holders.
"Exchange Offer Registration Statement": the
registration statement under the Securities Act relating to the
Exchange Offer, including the related prospectus, prepared and
signed by the Depositor on behalf of the Trust.
"Indenture": means the indenture dated as of July 1,
1996 between the Term Asset Issuer and the First National Bank of
Chicago, as trustee, as amended from time to time.
"Initial Certificate": any Amortizing Class Certificate
or any Residual Class Certificate to be originally issued,
authenticated and delivered pursuant to this Agreement on the
Closing Date.
"Interest Collections": With respect to any
Distribution Date, all payments received by the Trustee on or
from the Term Assets Issuer with respect to the Term Assets
immediately prior to such Distribution Date, in respect of (i)
interest on the Term Assets and (ii) penalties or other amounts
required to be paid because of late payments on the Term Assets.
"Maturity Shortening Redemption": A redemption of the
Certificates in whole, but not in part, as a result of the
Shortened Maturity Date occurring on or prior to July 1, 2017.
"Place of Distribution": New York, New York.
"Principal Collections": All principal payments
received by the Trustee on the Term Assets, including the
principal portion of redemption price in the event of Maturity
Shortening Redemption.
"Private Placement Legend": As defined in Section 4(c) hereof.
"Rating Agency": Initially none. At any time after the
Closing Date, the Depositor may designate one or more credit
rating agencies as a "Rating Agency" for purposes of this
Agreement by Depositor Order.
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Thereafter, 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 15th day immediately preceding such Distribution Date.
"Registration Rights Agreement": a registration rights
agreement between the Depositor and Prudential Securities
Incorporated dated August 25, 1997 relating to the Exchange
Offer.
"Residual Class Certificates": a Class of securities
issued pursuant to this Agreement representing an undivided
interest in the distributions described in Section 9 payable to
such Class.
"Scheduled Distribution Date": The first day of each
January and July, or, if any such day is not a Business Day and a
Term Assets Scheduled Payment Date, then the Business Day on or
immediately following the Term Assets Scheduled Payment Date,
commencing January 1, 1998, through and including July 1, 2017;
provided, however, that payment on each Scheduled Distribution
Date shall be subject to receipt of the corresponding payment of
interest or principal, as applicable, on the Term Assets.
"Scheduled Final Distribution Date": July 1, 2017.
"Shortened Maturity Date": A maturity date for the
Term Assets on or before July 1, 2017, designated by the Term
Assets Issuer, as a result of a Tax Event.
"Shortened Maturity Redemption": The payment by the
Term Assets Issuer pursuant to a Shortened Maturity Date.
"Specified Currency": United States Dollars.
"Tax Event": Means that the Term Asset Issuer shall
have received an opinion of nationally recognized independent tax
counsel to the effect that on or after the date of the issuance
of the Term Assets, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective
change) in laws, or any regulations thereunder, of the United
States, (b) any judicial decision, official administrative
pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to
adopt such procedures or regulations (an "Administrative
Action"), or (c) any amendment to, clarification of or change in
the official position of the interpretation of such
Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, on or
after the date of the issuance of the Term Assets such change in
tax law creates a more than insubstantial risk that interest paid
by the Term Assets Issuer on the Term Assets is not, or will not
be, deductible, in whole or in part, by the Term Assets Issuer
for United States federal income tax purposes.
"Term Assets": The $52,000,000 aggregate principal
amount of 7.60% Notes due July 1, 2097 issued by the Term Assets
Issuer, deposited in the Trust by the Depositor and identified on
Schedule 1 hereto.
"Term Assets Issuer": Federal Express Corporation.
"Term Assets Scheduled Payment Date": The first day of
each January and July, commencing on January 1, 1998; provided,
however, that if any Term Assets Payment Date would otherwise
fall on a day that is not a Business Day (as defined in the
Indenture), such Term Assets Payment Date will be the following
Business Day as so defined.
"Term Assets Prospectus": The prospectus of the Term
Assets Issuer, dated July 7, 1997, as supplemented by a
supplement thereto dated July 7, 1997, with respect to the Term
Assets.
"Term Assets Trustee": The trustee under the Indenture.
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"Trust": Receipts on Corporate Securities Trust,
Series FDX 1997-1.
"Trustee": The Bank of New York, a New York banking
corporation.
"Trust Termination Event": (a) the distribution in
kind of the Term Assets to the Residual Class Certificateholders
on July 1, 2017, (b) the payment in full of the Certificates
following a Maturity Shortening Redemption, or (c) an In-Kind
Distribution.
"Voting Rights": Voting Rights will be allocated
between the Residual Class Certificateholders, on the one hand,
and the Amortizing Class Certificateholders, on the other, at any
date of determination in the same ratio as (i) the present value
of all originally scheduled future payments on the Term Assets
after July 1, 2017 bears to (ii) the present value of all
originally scheduled future payments on the Amortizing Class
Certificates, discounted semiannually in each case at a rate of
7.60% per annum to the date of determination. Such ratio will be
calculated by the Calculation Agent. Subject to the foregoing,
"Voting Rights" shall mean (a) with respect to the Amortizing
Class Certificates, the voting rights allotted to such Class,
allocated among all Holders of Amortizing Class Certificates in
proportion to the respective Notional Amount held by such Holders
on any date of determination, and (b) with respect to the
Residual Class Certificates, the voting rights allotted to such
Class, allocated among all Holders of Residual Class Certificates
in proportion to the respective Certificate Principal Balances
held by such Holders on any date of determination.
SECTION 2. Creation and Declaration of Trust; Grant of
Term Assets; Acceptance by Trustee. (a) The 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 the entire beneficial interest in all
of the assets of the Trust.
(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 7.5 of
the Agreement shall not release the Trustee from its duties
herein or therein.
SECTION 3. Designation. There is hereby created a
Series of trust certificates to be issued pursuant to the
Agreement and this Series Supplement to be known as the "Receipts
of Corporate Securities, Series FDX 1997-1." The Certificates
shall be issued in two Classes consisting of the Amortizing Class
Certificates and the Residual Class Certificates.
SECTION 4. Form and Date of the Certificates. (a) The
Initial Certificates of each Series that are executed,
authenticated and delivered by the Trustee to the Depositor 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 and the certificate
of authentication of the Trustee thereon shall be substantially
in the form of Exhibit A or Exhibit B hereto, as specified below,
which are hereby incorporated in and expressly made a part of
this Agreement. The Exchange Certificates of each Series and the
certificate of authentication of the Trustee thereon shall be
substantially in the same form with those changes as are noted in
Exhibits A and B.
(b) Initial Certificates of each the Residual Class,
will be represented by one or more permanent Certificates in
definitive, fully registered form in minimum denominations of
$500,000 and integral multiples of $1,000 in excess thereof.
Initial Certificates of the Amortizing Class will be represented
by one or more permanent Certificates in definitive, fully
registered form in minimum denominations of $250,000 and integral
multiples of $1,000 in excess thereof. Initial Certificates of
the Amortizing Class retained by the Depositor and subsequently
4
registered under the Securities Act may be transferred or
exchanged in minimum denominations of $1,000 and integral
multiples thereof.
(c) In the event Amortizing Class Initial Certificates
are tendered in an Exchange Offer, such Initial Certificates
shall be exchanged for one or more permanent Exchange
Certificates in same minimum denominations set forth in Section
4(b). In the event Residual Class Initial Certificates are
tendered in an Exchange Offer, such Initial Certificates shall be
exchanged for one or more Permanent Exchange Certificates in
definitive, fully registered form in the same denominations set
forth in Section 4(b).
Each Initial Certificate shall bear the following
legend (the "Private Placement Legend") on the face thereof:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION.
SECTION 5. Certificate Principal Balance and Notional
Amount. The maximum Aggregate Certificate Principal Balance of
the Residual Class Certificates that may be executed,
authenticated and delivered under the Agreement and this Series
Supplement is $52,000,000. The maximum Notional Amount of
Amortizing Class Certificates that may be authenticated and
delivered under the Agreement and this Series Supplement is
$52,000,000. 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 Sections 5.3, 5.4,
5.5 or 5.16 of the Agreement. The Certificates are issuable in
minimum denominations specified in Section 4.
SECTION 6. Currency of the Certificates. All
distributions on the Certificates will be made in the Specified
Currency.
SECTION 7. Certain Provisions Regarding Transfer and
Exchange. (a) In the event that Depositor delivers to the Trustee
a copy of an Officers' Certificate certifying that an Exchange
Offer Registration Statement has been declared effective by the
Commission and that the Depositor has offered Exchange
Certificates to the Holders in accordance with the Exchange
Offer, the Trustee shall exchange, upon request of any Holder,
such Holder's Initial Certificates of any Class for Exchange
Certificates of such Series upon the terms set forth in the
Exchange Offer and in accordance with Section 4(c) hereof,
provided that the Initial Certificates so surrendered for
exchange are duly endorsed and accompanied by a letter of
transmittal or written instrument of transfer in form
satisfactory to the Trustee, in addition to any certifications
and representations required by the provisions of the
Registration Rights Agreement, and duly executed by the Holder
thereof or such Holder's attorney who shall be duly authorized in
writing to execute such document on the behalf of such Holder.
The Trustee shall not be required (i) to issue,
register the transfer of or exchange any Certificate during the
period of 15 days ending on (and including) any Distribution
Date.
(b) Upon receipt of a Depositor Request to the effect
that specified Initial Certificates (the "Registered Certificates")
have been registered under the Securities Act, if Initial
Certificates of such Class are issued upon the transfer, exchange
or replacement of the Registered Certificates, or if a request is
made to remove such Private Placement Legend on the Registered
Certificates, the Trustee shall execute, authenticate and deliver
Initial Certificates that do not bear the Private Placement
Legend.
(c) In connection with each transfer of an Initial
Certificate, the transferee will be required to complete the
certification annexed to such Initial Certificate unless the
Depositor has furnished a Depositor Order to the effect that such
transfer form is no longer required to assure compliance with
Rule 3a-7.
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(d) In connection with each transfer of a Residual
Class Certificate, the transferee will be required to deliver to
the Trustee a certification upon purchase of such Certificate to
the effect that the beneficial owner thereof (whether such
registered holder or the ultimate beneficiary for whom it holds
such Certificate) is either (i) a United States person, or (ii) a
non-United States person who is exempt from withholding under
U.S. federal income tax laws and has completed, accurately and in
a manner reasonably satisfactory to the Trustee or its agent, an
IRS Form W-8 and delivered such Form to the Trustee or its agent.
Such transferee will be deemed to have represented and
agreed with the Trustee that so long as it is the registered
holder of such Certificate, the beneficial owner thereof will be
a person described in clauses (i) or (ii) above and, in the event
of any change in the identity of the beneficial owner for whom
such registered holder is acting or any lapse of a Form W-8
previously delivered to the Trustee, it will promptly deliver a
new certification or a current Form W-8, as applicable.
If a Responsible Officer has actual knowledge or
reason to know that the certification or deemed representation
made by such registered holder is incorrect or if such registered
holder does not provide the current Form W-8 as described above
within ten days after the prior such Form has lapsed, then, the
Trustee will furnish a notice to such registered holder stating
that (i) such registered holder must, within 30 calendar days
from the date of such notice, effect the registration of transfer
of its Residual Class Certificate to a person that certifies that
the beneficial owner of the Certificate is a U.S. person or
exempt from U.S. withholding tax as described above and (ii) if
such transfer does not occur by the thirtieth day, the Holder
will be deemed irrevocably to have appointed Prudential
Securities Incorporated or Prudential-Bache Securities (U.K.)
Inc. (either a "Broker") as its broker to sell such Holder's
Certificate on its behalf to a qualified purchaser at a fair
market price (net of customary brokerage commissions) within the
next succeeding five Business Days. For purposes of effectuating
such sale pursuant to clause (ii) of the preceding sentence, the
Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Holder to, and shall, (a) instruct the
broker to effect the foregoing sale, (b) receive from the broker
the net proceeds from such sale for the account of the Holder and
(c) deliver to or upon the order of the broker a new Certificate
issued in exchange for the Certificate of the Holder sold by the
broker (whereupon the Holder's Certificate will be deemed to have
been surrendered and canceled and cease to be outstanding for any
purpose hereunder or entitled to any rights or benefits
hereunder). The Trustee shall pay to the Holder, within five
Business Days of receipt thereof from the broker, the net
proceeds of such sale, such payment to be made in the same manner
as such Holder received its most recent payment on the
Certificate. Each Holder, by its acceptance of a Certificate,
hereby consents to and agrees with the provisions of this Section
7.
SECTION 8. Certain Provisions of Base Trust Agreement
Not Applicable. The provisions of Sections 2.2(b), 2.3 and 8.1 of
the Base Trust Agreement dated as of August 28, 1997 shall be
inapplicable with respect to the Certificates.
SECTION 9. Distributions. (a) On each Scheduled
Distribution Date, the Trustee shall distribute to the Holders of
the Amortizing Class Certificates all Interest Collections
constituting Available Funds.
(b) On July 1, 2017, the Trustee shall distribute the
Term Assets in kind to the Residual Class Certificateholders.
Such distribution shall not infringe on the rights of the
Amortizing Class Certificates to all Interest Collections on July
1, 2017.
(c) In the event of an Shortened Maturity Redemption, the
Trustee shall distribute the amount received from the Term Assets
Issuer on or with respect to any Shortened Maturity Date to the
Holders of the Residual Class Certificates and the Amortizing
Class Certificates, respectively, in same ratio as (i) the
present value of all scheduled future payments on the Term Assets
after July 1, 2017 bears to (ii) the present value of all
scheduled future payments on the Amortizing Class Certificates,
discounted semiannually in each case at a rate of 7.60% per annum
to the date of the Shortened Maturity Redemption. Such amounts
shall be calculated by the Calculation Agent.
(d) In the event of an In-Kind Distribution, pursuant to
Section 3.6 of the Agreement, the Trustee shall make such In-Kind
Distribution to the Holders of the Residual Class Certificates
and the Holders of the
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Amortizing Class Certificates, respectively, in the same ratio as
(i) the present value of all scheduled future payments on the
Term Assets after July 1, 2017 bears to (ii) the present value of
all scheduled future payments on the Amortizing Class
Certificates, discounted semiannually in each case at a rate of
7.60% per annum to the date of such payment default or
acceleration of the Term Assets occurred. Such amounts shall be
calculated by the Calculation Agent.
(e) Distributions of any Purchase Price pursuant to
Section 2.3 or 2.5 of the Agreement shall be distributed in the
same ratio set forth in subsection (c) above discounted to the
date on which the Purchase Price is distributed. Such
distribution shall be made fifteen days after receipt of the
Purchase Price.
(f) Distributions to the Certificateholders on each
Distribution Date will be made to the Certificateholders of
record on the related Record Date of the Amortizing Class
Certificates and Residual Class Certificates, as applicable.
(g) All distributions to Certificateholders of any
Class shall be allocated pro rata among the Certificates of such
Class Balances or Notional Amounts, as the case may be, as of the
Record Date with respect to such Distribution Date.
(h) Notwithstanding any provision of the Agreement to
the contrary, to the extent funds are available, the Trustee will
initiate payment in immediately available funds by 10:00 A.M.
(New York City time) on each Distribution Date of all amounts
payable to each Certificateholder with respect to any Certificate
held by such Certificateholder or its nominee (without the
necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the
address as each Certificateholder may from time to time direct
the Trustee in writing fifteen days prior to such Distribution
Date requesting that such payment will be so made and designating
the bank account to which such payments shall be so made. The
Trustee shall be entitled to rely on the last instruction
delivered by the Certificateholder pursuant to this Section 10(h)
unless a new instruction is delivered 15 days prior to a
Distribution Date.
(i) 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.
(j) The Trustee shall furnish notice to
Certificateholders as soon as practicable after a Responsible
Officer learns of a situation giving rise to a distribution under
subsections (c), (d) or (e) hereof.
SECTION 10. Termination of Trust. (a) The Trust shall
terminate upon the occurrence of any Trust Termination Event and
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.
(b) Promptly after the Trustee has received a notice
from the Term Assets Trustee or the Term Assets Issuer of a
Maturity Shortening Redemption, a payment default or an
acceleration under the Indenture, the Trustee shall provide
notice to the Certificateholders of the expected occurrence of a
Trust Termination Event and the termination of the Trust.
(c) The obligations of the Trust will thereupon
terminate, except for any reports and other information required
to be provided to Certificateholders hereunder and under the
Agreement and except as otherwise specified.
SECTION 11. Limitation of Powers and Duties. (a) The
Trustee shall administer the Trust and the Term Assets solely as
specified herein and in the Agreement.
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(b) The Trust is constituted solely for the purpose of
acquiring and holding the Term Assets. The Trustee is not
authorized to acquire any other investments or engage in any
activities not authorized herein and, in particular,
notwithstanding anything to the contrary 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 except as expressly provided as Section 3.6 of
the Agreement or (ii) 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.
SECTION 12. Modification or Amendment. In addition to,
and notwithstanding anything to the contrary in, the Agreement or
this Series Supplement, the Trustee, upon receipt of a Depositor
Order, shall amend this Series Supplement providing for the
issuance of any Class of Initial Certificates or Exchange
Certificates in the form of a Global Security issued to a
Depositary specified by the Depositor. Such amendment shall not
require the consent of Certificateholders or compliance with any
other conditions contained in Section 9.1 of the Agreement.
SECTION 13. [Intentionally Omitted]
SECTION 14. No Investment of Amounts Received on Term
Assets. All amounts received on or with respect to the Term
Assets shall be held uninvested by the Trustee without liability
for interest thereon.
SECTION 15. Rule 144A Information. If the Depositor
with respect to the Trust is not subject to Section 13 or 15(d)
of the Exchange Act with respect to such Certificate, then
Trustee will furnish, upon request, to holders and prospective
purchasers of Initial Certificates information, which upon
request by the Trustee shall be assembled and delivered to the
Trustee by the Depositor, satisfying the requirement of
subsection (d)(4)(i) of Rule 144A.
SECTION 16. 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 Prudential
Securities Structured Assets, Inc., Xxx Xxxxxxx Xxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxx Xxxxxx, 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 The Bank of New York, Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Corporate Trust, 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, notices shall not be sent to the address specified by the
Depositor's designation.
SECTION 17. Access to Certain Documentation. Access to
documentation regarding the Term Assets will be afforded without
charge to any Certificateholder so requesting pursuant to Section
3.9 of the Agreement. Additionally, the Trustee shall provide at
the request of any Certificateholder without charge to such
Certificateholder the name and address of each Certificateholder
of Certificates hereunder as recorded in the Certificate Register
for purposes of contacting the other Certificateholders with
respect to their rights hereunder or for the purposes of
effecting purchases or sales of the Certificates, subject to the
transfer restrictions set forth herein.
SECTION 18. 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 19. 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.
8
SECTION 20. Governing Law. This Series Supplement and
each Certificate issued hereunder shall be construed in
accordance with and governed by the law of the State of New York
without regard to principles of conflicts of law.
SECTION 21. Tax Election. In mutual consideration for
each Certificateholder's purchase of a Certificate, each
Certificateholder acknowledges that it intends that the Trust be
excluded from the application of the rules of subchapter K of the
Code in the event that the Internal Revenue Service successfully
recharacterizes the Trust as a partnership for federal income tax
purposes, and will be deemed to have consented to the making of a
protective election pursuant to Treasury Regulation Section
1.761-2 as of the date hereof.
SECTION 22. Covenant of Depositor. The Depositor hereby
covenants that it will be adequately capitalized at all times.
* * * * *
9
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.
PRUDENTIAL SECURITIES STRUCTURED ASSETS,
INC., as Depositor
By /s/ Xxxxxxxx X'Xxxxx
-----------------------------------
Name: Xxxxxxxx X'Xxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
a New York banking corporation,
as Trustee
By /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Treasurer
10
Exhibit A
[Form of Amortizing Class Certificate]
NUMBER Certificate Notional Amount $____________
R-___ Aggregate Class Notional Amount $____________
CUSIP NO. ____________
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO
PRINCIPAL PAYMENTS IN RESPECT OF THE TERM ASSETS EXCEPT IN THE
EVENT OF A MATURITY SHORTENING REDEMPTION (AS SUCH TERMS ARE
DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN) ON OR PRIOR TO
JULY 1, 2017. 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.
[THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION.]1
[UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER 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
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), 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.]2
_________________________
1 Bracketed Legend Omitted in Exchange Certificates
2 Bracketed Legend Included in Exchange Certificate
Only.
A-1
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES FDX 1997-1
RECEIPTS OF CORPORATE SECURITIES
SERIES FDX 1997-1
Amortizing Class evidencing a fractional undivided
beneficial ownership interest in the Trust, as defined below, the
property of which consists of $52,000,000 aggregate principal
amount of 7.60% Notes due July 1, 2097 (the "Term Assets") issued
by Federal Express Corporation (the "Term Assets Issuer") and
deposited in the Trust by the Depositor, as defined below. The
Term Assets were purchased by the Trust from Prudential
Securities Structured Assets, Inc. (the "Depositor") in exchange
for the transfer of the Certificates to the Depositor by the
Trust.
A. THIS CERTIFIES THAT [ ] is the registered owner of
a nonassessable, fully-paid, fractional undivided interest in
Receipts on Corporate Securities Trust, Series FDX 1997-1 formed
by the Depositor. Under the Trust Agreement, there will be
distributed on the first day of each January and July, or if such
day if not a Scheduled Distribution Date, then the immediately
following Scheduled Distribution Date, commencing January 1, 1998
through and including July 1, 2017, except upon the occurrence of
an Shortened Maturity Redemption or an In-Kind Distribution, to
the Holders of the Amortizing Class Certificates, the Interest
Collections constituting Available Funds (as defined below). With
respect to any distribution to the Amortizing Class Certificates
(as defined below), the percentage of such distribution to which
this Certificateholder is entitled on any such Distribution Date
is such Certificateholder's Percentage Interest of the
distribution. In the event of a Shortened Maturity Redemption,
the Trustee shall distribute the amount received from the Term
Assets Issuer on or with respect to any Shortened Maturity Date
to the Holders of the Residual Class Certificates and the
Amortizing Class Certificates, respectively, in same ratio as (i)
the present value of all scheduled future payments on the Term
Assets after July 1, 2017 bears to (ii) the present value of all
scheduled future payments on the Amortizing Class Certificates,
discounted semiannually in each case at a rate of 7.60% per annum
to the date of the Shortened Maturity Redemption. Such amounts
shall be calculated by the Calculation Agent. In the event of an
In-Kind Distribution, pursuant to Section 3.6 of the Agreement,
the Trustee shall make such In-Kind Distribution to the Holders
of the Residual Class Certificates and the Holders of the
Amortizing Class Certificates, respectively, in the same ratio as
(i) the present value of all scheduled future payments on the
Term Assets after July 1, 2017 bears to (ii) the present value of
all scheduled future payments on the Amortizing Class
Certificates, discounted semiannually in each case at a rate of
7.60% per annum to the date on which such payment default or
acceleration of the Term Assets occurred. Such amounts shall be
calculated by the Calculation Agent.
The Trust was created pursuant to a Base Trust
Agreement dated as of August 28, 1997 (the "Agreement"), between
the Depositor and The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as Trustee
(the "Trustee"), as supplemented by the Series FDX 1997-1
Supplement dated as of August 28, 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 "Receipts of Corporate Securities, Series FDX
1997-1, Amortizing Class Certificates" (herein called the
"Amortizing Class Certificates"). The Trust is also issuing
certificates designated as "Receipts of Corporate Securities,
Series FDX 1997-1, Residual Class Certificates" (hereinafter
called the "Residual Class Certificates" and together with the
Amortizing Class Certificates, the "Certificates") pursuant to
the Trust Agreement. This Certificate is issued under and is
subject to
A-2
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 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. The
Record Date applicable to any Distribution Date is the 15th day
immediately preceding 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 tendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in the Borough of Manhattan, the City of New York.
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 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 grantor trust or, failing that, as a
partnership that is not treated as an association (or publicly
traded partnership) taxable as a corporation, 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
such grantor trust. It is also the intent of the Depositor and
the Certificateholders that the Trust be excluded from the
application of the rules of subchapter K of the Code in the event
that the Internal Revenue Service successfully recharacterizes
the Trust as a partnership for federal income tax purposes, and
that a protective election pursuant to Treasury Regulation
Section 1.761-2 be made as of the date of formation of the Trust.
A-3
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
THE BANK OF NEW YORK,
a New York banking corporation
BY:____________________________
Authorized Signatory
DATED: [ ], 1997
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Amortizing Class Certificates described in the
Trust Agreement referred to herein.
THE BANK OF NEW YORK,
a New York banking corporation, not in its
individual capacity but solely as Trustee,
BY:_____________________________
Authorized Signatory
A-4
(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 and in the
Trust Agreement. 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 notional amounts of $250,000 and
integral multiples of $1.00 in excess thereof (in the case of the
Amortizing Class) or minimum original principal amount of
$500,000 and integral multiples of $1,000 in excess thereof (in
the case of the Residual Class Certificates). 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 maintained by
the Trustee in the Borough of Manhattan, The City of New York,
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 Certificate Registrar
appointed under the Trust Agreement is The Bank of New York.
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 affected by any notice to the contrary.
The Trust and the obligations of the Depositor and the
Trustee created by the Trust Agreement with respect to the
Certificates will terminate upon (i) the distribution of the Term
Assets to the Residual Class Certificateholders on July 1, 2017,
(ii) the payment in full of the Certificates after a Shortened
Maturity Redemption, or (iii) an occurrence of an In-Kind
Distribution.
A-5
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 irrevocably
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 1934, as amended.
[TO BE COMPLETED BY PURCHASER:
The undersigned represents and warrants that it is an
institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended.
Dated:------- ---------------------------*]3
(Signature)
--------
3 Bracketed Certification Omitted in Exchange Certificates
A-6
Exhibit B
[Form of Residual Class Certificate]
NUMBER Certificate Principal Balance $____________
R-___ Aggregate Class Principal Balance $____________
CUSIP NO. ____________
SEE REVERSE FOR CERTAIN DEFINITIONS
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO
PAYMENTS IN RESPECT OF THE TERM ASSETS EXCEPT IN THE EVENT OF A
MATURITY SHORTENING REDEMPTION (AS SUCH TERMS ARE DEFINED IN THE
TRUST AGREEMENT REFERRED TO HEREIN) ON OR PRIOR TO JULY 1, 2017.
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.
[THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION.]4
THE RESIDUAL CLASS CERTIFICATES MAY ONLY BE HELD BY
PERSONS WHO CERTIFY THAT THE BENEFICIAL OWNER THEREOF IS EXEMPT
FROM WITHHOLDING UNDER U.S. FEDERAL INCOME TAX LAWS.
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES FDX 1997-1
Receipts of Corporate Securities
Series FDX 1997-1
Residual Class evidencing a fractional undivided
beneficial ownership interest in the Trust, as defined below, the
property of which consists of $52,000,000 aggregate principal
amount of 7.60% Notes due July 1, 2097 (the "Term Assets") issued
by Federal Express Corporation (the "Term Assets Issuer") and
deposited in the Trust by the Depositor, as defined below. The
Term Assets were purchased by the Trust from Prudential
Securities
----------------
4 Bracketed Legend Omitted in Exchange Certificates
B-1
Structured Assets, Inc. (the "Depositor") in exchange
for the transfer of the Certificates to the Depositor by the
Trust.
(b) THIS CERTIFIES THAT [ ] is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in
Receipts on Corporate Securities Trust, Series FDX 1997-1 formed
by the Depositor. Under the Trust Agreement, this Certificate
will be terminated and deemed involuntarily surrendered by the
holder hereof in exchange for a principal amount of the Term
Assets underlying this Certificate equal to the Certificate
Principal Balance hereof on July 1, 2017, unless a Shortened
Maturity Redemption or an In-Kind Distribution (as such terms are
defined in the Trust Agreement) has occurred on or prior to such
date. With respect to any distribution to the Residual Class
Certificates (as defined below) the percentage of such
distribution to which this Certificateholder is entitled on any
such Distribution Date is such Certificateholder's Percentage
Interest of such distribution. In the event of a Shortened
Maturity Redemption, the Trustee shall distribute the amount
received from the Term Assets Issuer on or with respect to any
Shortened Maturity Date to the Holders of the Residual Class
Certificates and the Amortizing Class Certificates, respectively,
in same ratio as (i) the present value of all scheduled future
payments on the Term Assets after July 1, 2017 bears to (ii) the
present value of all scheduled future payments on the Amortizing
Class Certificates, discounted semiannually in each case at a
rate of 7.60% per annum to the date of the Shortened Maturity
Redemption. Such amounts shall be calculated by the Calculation
Agent. In the event of an In-Kind Distribution, pursuant to
Section 3.6 of the Agreement, the Trustee shall make such In-Kind
Distribution to the Holders of the Residual Class Certificates
and the Holders of the Amortizing Class Certificates,
respectively, in the same ratio as (i) the present value of all
scheduled future payments on the Term Assets after July 1, 2017
bears to (ii) the present value of all scheduled future payments
on the Amortizing Class Certificates, discounted semiannually in
each case at a rate of 7.60% per annum to the date on which such
payment default or acceleration of the Term Assets occurred. Such
amounts shall be calculated by the Calculation Agent.
The Trust was created pursuant to a Base Trust
Agreement dated as of August 28, 1997 (the "Agreement"), between
the Depositor and The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as Trustee
(the "Trustee"), as supplemented by the Series FDX 1997-1
Supplement dated as of August 28, 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 "Receipts of Corporate Securities,
Series FDX 1997-1, Residual Class Certificates" (herein called
the "Residual Class Certificates"). The Trust is also issuing
certificates designated as "Receipts of Corporate Securities,
Series FDX 1997-1, Amortizing Class Certificates" (hereinafter
called the "Amortizing Class Certificates" and together with the
Residual Class Certificates, the "Certificates") pursuant to the
Trust Agreement. 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 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 distributions)
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. The
Record Date applicable to any Distribution Date is the day
immediately preceding such Distribution Date.
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.
B-2
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 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 grantor trust or, failing that, as a
partnership that is not treated as an association (or publicly
traded partnership) taxable as a corporation or a public traded
partnership, 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 such grantor trust. It is also
the intent of the Depositor and the Certificateholders that the
Trust be excluded from the application of the rules of subchapter
K of the Code in the event that the Internal Revenue Service
successfully recharacterizes the Trust as a partnership for
federal income tax purposes, and that a protective election
pursuant to Treasury Regulation Section 1.761-2 be made as of the
date of formation of the Trust.
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 HOLDER HEREOF SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed as of the date set forth below.
THE BANK OF NEW YORK,
a New York banking corporation,
By: ________________________________
Authorized Signatory
Dated: [ ], 1997
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Residual Class Certificates described in the
Trust Agreement referred to herein.
THE BANK OF NEW YORK,
a New York banking corporation, not in its
individual capacity but solely as Trustee,
By: ________________________________
Authorized Signatory
B-3
(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 and in the
Trust Agreement. 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 notional amounts of $250,000 and
integral multiples of $1.00 in excess thereof (in the case of the
Amortizing Class) or minimum original principal amount of
$500,000 and interal multiples of $1,000 in excess thereof (in
the case of the Residual Class Certificates). 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 maintained by
the Trustee in the Borough of Manhattan, The City of New York,
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 Certificate Registrar
appointed under the Trust Agreement is The Bank of New York.
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 affected by any notice to the contrary.
The Trust and the obligations of the Depositor and the
Trustee created by the Trust Agreement with respect to the
Certificates shall terminate upon (i) the distribution of the
Term Assets to the Residual Class Certificateholders on July 1,
2017, (ii) the payment in full of the Certificates after a
Maturity Shortening Redemption, or (iii) occurrence of an In-kind
Distribution.
B-4
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
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(Please print or type name and address, including postal zip code, of assignee)
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the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
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Attorney to transfer said Trust Certificate on the books of the
Certificate Registrar, with full power of substitution in the
premises.
Dated:
------------------------ *
Signature Guaranteed;
*
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* 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 1934, as amended.
B-5
TO BE COMPLETED BY PURCHASER:
The undersigned represents and warrants that that the
beneficial owner hereof is either (i) a United States person, or
(ii) a non-United States person who is exempt from withholding
under U.S. federal income tax laws and has completed, accurately
and in a manner reasonably satisfactory to the Trustee or its
agent, an IRS Form W-8 and delivered such Form to the Trustee or
its agent.
Dated------- -----------------------
(Signature)
[The undersigned represents and warrants that it is an
institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended).
Dated------- -------------------------]5
(Signature)
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5 Bracketed Certification Omitted in Exchange Certificates
B-6
Schedule 1
IDENTIFICATION OF TERM ASSETS
Terms of Term Assets:
Term Assets Issuer:............ Federal Express Corporation
Term Assets:................... 7.60% Notes due July 1, 2097
Dated:......................... June 10, 1997
Original Principal Maturity Date: July 1, 2097
Original Principal Amount Issued: $250,000,000
CUSIP Number:.................. 000000XX0
Stated Interest Rate:.......... 7.60%
Interest Payment Dates:........ January 1 and July 1
Mode of Payment of Term Assets: By credit to the account of
the holder at DTC
Principal Amount of Term
Assets Deposited Under
Trust Agreement:............ $52,000,000
The Term Assets will be held by the Trustee for the
Owners of Certificates as book-entry credits to an account of the
Trustee at DTC.
Available Information
The Term Assets Issuer is 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 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 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, 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 xxxx://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.
