EXHIBIT 4.5
EXECUTION COPY
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FIRST SUPPLEMENTAL AGREEMENT OF TRUST
by and among
California Infrastructure and Economic Development Bank,
as Originator,
Bankers Trust (Delaware),
as Delaware Trustee,
and
Bankers Trust Company of California , N.A.
as Certificate Trustee
Dated as of December 11, 1997
(Supplemental to the Amended and Restated Declaration and
Agreement of Trust dated as of December 11, 1997)
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TABLE OF CONTENTS
ARTICLE XII
INITIAL ISSUANCE OF CERTIFICATES
Page
Section 12.01. Definitions.............................................. 2
Section 12.02. Authorization of Certificates, Classes A-1 through A-7... 2
Section 12.03. Terms of Certificates Subject to Trust Agreement......... 3
Section 12.04. Execution in Counterparts................................ 3
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First Supplemental Agreement of Trust
(Supplemental to the Amended and Restated Declaration and
Agreement of Trust dated as of December 11, 1997)
Authorizing the Issuance of
$2,463,000,000 Aggregate Principal Amount of
Rate Reduction Certificates Series 1997-1, Classes A-1 through A-7
------------------------
This First Supplemental Agreement of Trust, dated as of December 11, 1997
(the "First Supplemental Trust Agreement"), is by and among Bankers Trust
(Delaware), as Delaware Trustee, Bankers Trust Company of California, N.A., as
Certificate Trustee, and the California Infrastructure and Economic Development
Bank, as Originator;
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Delaware Trustee and the Originator entered into a Declaration
and Agreement of Trust, dated as of November 7, 1997 (the "Declaration and
Agreement of Trust"), creating the California Infrastructure and Economic
Development Bank Special Purpose Trust SCE-1, a not-for-profit business trust
organized under the laws of the State of Delaware (the "Trust"); and
WHEREAS, pursuant to Section 1(c) of the Declaration and Agreement of
Trust, the Delaware Trustee, the Originator and the Certificate Trustee entered
into an Amended and Restated Declaration and Agreement of Trust, dated as of
December 11, 1997 (the "Trust Agreement") in order to provide for the operation
of the Trust and the issuance of rate reduction certificates (the
"Certificates"); and
WHEREAS, pursuant to Section 8.01 of the Trust Agreement, the Originator
may, and the Certificate Trustee and the Delaware Trustee shall, at any time and
from time to time enter into one or more agreements supplemental to the Trust
Agreement to provide for the issuance of the Certificates of any Class or
Series; and
WHEREAS, in order to finance the purchase of the SCE Funding LLC Notes,
Series 1997-1 (the "Notes"), pursuant to the Note Purchase Agreement, consisting
of Classes A-1 through A-7 from the Note Issuer, the Trust shall issue, pursuant
to this First Supplemental Trust Agreement, Rate Reduction Certificates, Series
1997-1, consisting of Classes A-1 through A-7; and
WHEREAS, the Originator desires to establish the terms and conditions for
the issuance of such Certificates;
NOW THEREFORE, in consideration of the mutual agreements contained herein
and of other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
ARTICLE XII
INITIAL ISSUANCE OF CERTIFICATES
Section 12.01. Definitions. The terms defined in this Section shall, for
-----------
all purposes of this First Supplemental Trust Agreement and of any certificate,
opinion or other document herein mentioned, have the meanings herein specified,
to be equally applicable to both the singular and plural forms of any of the
terms herein defined. Terms defined in Section 1.01 of the Trust Agreement not
otherwise defined herein shall have the meanings specified therein.
"First Supplement" means this First Supplemental Agreement of Trust dated
as of December 11, 1997.
"Interest Rate" shall have the meaning assigned in Section 12.02 hereof.
"Minimum Denomination" means $1,000, and integral multiples a dollar in
excess thereof.
"Payment Dates" means March 25, June 25, September 25 and December 26 of
each year or, if such date is not a Business Day, the immediately succeeding
Business Day, commencing on March 25, 1998.
SECTION 12.02. Authorization of Certificates, Classes A-1 through A-8.
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The issuance by the Trust of the Certificates consisting of the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates, the Class A-5 Certificates, the Class A-6 Certificates and the
Class A-7 Certificates is hereby authorized, each such Class to be in an
aggregate amount equal to the corresponding Class of Notes as set forth in the
Note Purchase Agreement. Each such Class of Certificates shall be denominated
as "California Infrastructure and Economic Development Bank Special Purpose
Trust SCE-1, Series 1997-1, Class [ ] Rate Reduction Certificates" and shall be
substantially in the form as provided in Section 3.01 and Exhibit A to the Trust
Agreement.
For each Class of Certificates authorized to be issued hereby, there is
hereby created, pursuant to Section 4.01 of the Trust Agreement, an individual
account denominated as "Class [ ] Certificate Account" (each, a "Certificate
Account"). Deposits into and distributions from each Certificate Account shall
be made as provided in Article IV of the Trust Agreement.
2
Set forth below for each class of Certificates are the Scheduled Final
Distribution Date and the Termination Date as well as the Interest Rate payable
with respect to each such Class of Certificates:
Initial
Principal Scheduled Final Interest
Class Amount Distribution Date Termination Date Rate
-------- ------------ ------------------ ------------------ ---------
A-1 $246,300,000 December 26, 1998 December 26, 2000 5.98%
A-2 307,251,868 March 25, 2000 March 25, 2002 6.14
A-3 247,840,798 March 25, 2001 March 25, 2003 6.17
A-4 246,030,125 March 25, 2002 March 25, 2004 6.22
A-5 360,644,658 September 25, 2003 September 25, 2005 6.28
A-6 739,988,148 September 25, 2006 September 25, 2008 6.38
A-7 314,944,403 December 26, 2007 December 26, 2009 6.42
Section 12.03. Terms of Certificates Subject to Trust Agreement. Except
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as expressly provided in this First Supplemental Trust Agreement, every term and
condition contained in the Trust Agreement shall apply to this First
Supplemental Trust Agreement and to the Certificates with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make the same
conform to this First Supplemental Trust Agreement.
This First Supplemental Trust Agreement and all the terms and provisions
contained herein shall form part of the Trust Agreement and shall have the same
force and effect as if set forth in the Trust Agreement. The Trust Agreement is
hereby ratified and confirmed and shall continue in full force and effect in
accordance with the terms and provisions thereof, as supplemented and amended
hereby.
Section 12.04. Execution in Counterparts. This First Supplemental Trust
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Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall constitute but one and the same instrument.
3
IN WITNESS WHEREOF, the Originator, the Delaware Trustee and the
Certificate Trustee have caused this First Supplemental Trust Agreement to be
duly executed by duly authorized officers, all as of the day and year first
above written.
CALIFORNIA INFRASTRUCTURE AND
ECONOMIC DEVELOPMENT BANK,
as Originator
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chair
BANKERS TRUST (DELAWARE),
as Delaware Trustee
By: /s/ M. ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: M. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Secretary
BANKERS TRUST COMPANY OF
CALIFORNIA, N. A.,
as Certificate Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Secretary
S-1
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