CorTS® SUPPLEMENT 2002-8 between STRUCTURED PRODUCTS CORP., as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee CorTS®Trust For Verizon Global Funding Notes
CorTS® SUPPLEMENT 2002-8
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CorTS®Trust For Verizon Global Funding Notes
TABLE OF CONTENTS
Page
Preliminary Statement.............................................1
Section 1 Certain Defined Terms..................................1
Section 2 Creation and Declaration of Trust; Sale of Term
Assets; Acceptance by Trustee..........................6
Section 3 Designation............................................6
Section 4 Date of the Certificates...............................7
Section 5 Class A Certificate Principal Balance And
Denominations; Class B Certificates; Additional
Term Assets............................................7
Section 6 Currency of the Certificates...........................7
Section 7 Form of Securities.....................................8
Section 8 Call Warrants..........................................8
Section 9 Certain Provisions of Base Trust Agreement Not
Applicable.............................................9
Section 10 Distributions..........................................9
Section 11 Termination of Trust..................................13
Section 12 Limitation of Powers and Duties.......................13
Section 13 Compensation of Trustee...............................14
Section 14 Modification or Amendment.............................15
Section 15 Accounting............................................15
Section 16 No Investment of Amounts Received on Term Assets......15
Section 17 No Event of Default...................................15
Section 18 Notices...............................................15
Section 19 Access to Certain Documentation.......................16
Section 20 Advances..............................................16
Section 21 Ratification of Agreement.............................16
Section 22 Counterparts..........................................16
Section 23 Governing Law.........................................17
Section 24 [Reserved]............................................17
Section 25 Certificate of Compliance.............................17
Section 26 Appointment of Co-Trustee.............................17
Section 27 Rule 144A Provisions for Class B Certificates.........17
Section 28 Reporting Obligations.................................17
Section 29 Statement of Intent...................................17
Section 30 Filing of Partnership Returns.........................18
TABLE OF CONTENTS
(continued)
Page
Exhibit A -- Identification of the Term Assets as of Closing Date
Exhibit B -- Terms of the Class A Certificates as of Closing Date
Exhibit C -- Terms of the Class B Certificates as of Closing Date
Exhibit D -- Form of Class A Certificates
Exhibit E -- Form of Call Warrant
Exhibit F -- Form of Class B Certificate
ii
CorTS(R) SUPPLEMENT 2002-8, dated as of June
28, 2002 (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").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement, dated as of
December 15, 2000 (the "Base Trust Agreement" and, as
supplemented pursuant to the 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
CorTS(R)Trust For Verizon Global Funding Notes, and a new Series of
trust certificates to be issued thereby, which certificates shall be
known as the CorTS(R)Certificates, and the Depositor and the Trustee
shall herein specify certain terms and conditions in respect
thereof.
The Certificates shall be Fixed Rate Certificates
issued in two Classes, the Class A Certificates (the "Class A
Certificates") and the Class B Certificates (the "Class B
Certificates," and together with the Class A Certificates, the
"Certificates"). The Trust also is issuing call options with
respect to $83,835,000 principal amount of Term Assets (the "Call
Warrants").
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 29 of this Series Supplement.
"Acceleration": The acceleration of the maturity of
the Term Assets after the occurrence of any default on the Term
Assets other than a Payment Default.
"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.
"Call Warrant": Call Warrant shall have the meaning
specified in the Preliminary Statement to this Series Supplement.
"Certificate Account": With respect to this Series,
the Eligible Account established and maintained by the Trustee in
its corporate trust department in the Trustee's name for the
benefit of the related Certificateholders, into which all
payments made on or with respect to the related Term Assets will
be deposited.
"Certificateholder" or "Holder": With respect to any
Certificate, the Holder thereof.
"Certificateholders" or "Holders": The Holders of the
Certificates.
"Class A Certificateholders": The Holders of the Class
A Certificates.
"Class B Certificateholders": The Holders of the Class
B Certificates.
"Class A Fixed Payment": A portion of each equal
semiannual installment of interest payable on the Term Assets on
each June 1 and December 1 or, if any such day is not a Business
Day, then the immediately following Business Day, except that the
final installment of interest will be payable on December 1,
2030, commencing on December 1, 2002 through and including
December 1, 2030, such that the Class A Certificates receive
interest distributions at a rate per annum equal to 7.375% on
their Certificate Principal Balance.
"Class B Fixed Payment": A portion of each equal
semiannual installment of interest payable on the Term Assets on
each June 1 and December 1 or, if any such day is not a Business
Day, then the immediately following Business Day, except that the
final installment of interest will be payable on December 1,
2030, commencing on December 1, 2002 through and
2
including December 1, 2030, such that the Class B Certificates
receive interest distributions at a rate per annum equal to 0.375%
on their Notional Amount.
"Class A Proportion": The sum of the present values
(discounted at the rate of 7.375% per annum) of (i) any unpaid
interest distributions due or to become due on the Class A
Certificates and (ii) the outstanding principal amount of the
Class A Certificates (in each case assuming that the Class A
Certificates are paid when due and are not redeemed prior to the
Maturity Date).
"Class B Proportion": The present value (discounted at
the rate of 7.375% per annum) of any unpaid interest
distributions due or to become due on the Class B Certificates
(assuming that the Class B Certificates are paid when due and are
not redeemed prior to the Maturity Date).
"Closing Date": June 28, 2002.
"Collection Period": The period from (but excluding)
the preceding Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date), through
and including the current Distribution Date.
"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 Term Assets Default Distribution Date or
any Term Assets Redemption Distribution Date.
"Interest Collections": With respect to any
Distribution Date, all payments received by the Trustee, during
the Collection Period ending on 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 Date": December 1, 2030.
"Notional Amount": The notional amount set forth on a
Class B Certificate; provided that the aggregate notional amount
of all Class B Certificates issued on the Closing Date shall
equal the principal amount of the Term Assets held in the Trust
on the Closing Date.
"Payment Default": A default by the Term Assets Issuer
in the payment of any amount due on the Term Assets after the
same becomes due and payable (and the expiration of any
applicable grace period on the Term Assets).
"Place of Distribution": New York, New York.
3
"Rating Agency": Each of ▇▇▇▇▇'▇ Investors Service,
Inc. ("Moody's"), and Standard & Poor's Ratings Services ("S&P"),
a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., 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.
"Scheduled Distribution Date": The first day of each
June and December or, if any such day is not a Business Day, then
the immediately following Business Day, except that the final
Scheduled Distribution Date shall be December 1, 2030, commencing
December 1, 2002 through and including December 1, 2030;
provided, however, that payment on each Scheduled Distribution
Date shall be subject to prior payment of interest or principal,
as applicable, on the Term Assets.
"Specified Currency": United States Dollars.
"Term Assets": As of the Closing Date, $83,835,000
aggregate principal amount of 7.75% Notes, 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 Distribution Date": The date on
which the Trustee makes a distribution of the proceeds received
in connection with a recovery on the Term Assets (in the case of
Payment Default, after deducting any costs incurred in connection
therewith) following a Payment Default or an Acceleration or
other default with respect to the Term Assets.
"Term Assets Issuer": Verizon Global Funding Corp.
"Term Assets Payment Date": The first day of each June
and December, commencing on December 1, 2002 and ending on
December 1, 2030; provided, however, that if any Term Assets
Payment Date would otherwise fall on a day that is not a Business
Day, such Term Assets Payment Date will be the following Business
Day.
"Term Assets Redemption Distribution Date": The date
on which the Trustee receives payment for a redemption of Term
Assets in accordance with their terms; provided, however, if the
Trustee receives such payment after 10:00 A.M. (New York City
time) on such date, the Term Assets Redemption Distribution Date
shall be on the next Business Day.
"Term Assets Trustee": The trustee for the Term Assets.
"Trust": CorTS(R)Trust For Verizon Global Funding Notes.
"Trust Termination Event": (a) the payment in full at
maturity or upon early redemption of the Certificates, (b) the
distribution of the proceeds received upon a recovery on the Term
Assets in the case of a Payment Default (after deducting the
costs incurred in connection therewith) or an Acceleration
thereof (or other default with respect to the Term Assets), (c)
the sale by the Trustee in accordance with the Call Warrants of
all the Term Assets and the distribution in full of all amounts
due to Certificateholders, or (d) the liquidation of the Term
4
Assets in accordance with Section 10(j) of this Agreement in the
event that periodic reports required to be filed by the Term
Assets Issuer pursuant to the United States Securities Exchange
Act of 1934 are no longer being filed.
"Voting Rights": The Class A Certificateholders shall
have 100% of the total Voting Rights with respect to the
Certificates, which Voting Rights shall be allocated among all
Holders of Class A Certificates in proportion to the principal
balances held by such Holders on any date of determination.
"Warrant Agent Agreement": The Warrant Agent
Agreement, dated as of the date hereof, between the Depositor and
U.S. Bank Trust National Association, as Warrant Agent and as
Trustee, as the same may be amended or modified from time to time.
"Warrant Exercise Date": Warrant Exercise Date shall
have the meaning given to such term in the Call Warrant.
"Warrant Exercise Purchase Price": An amount paid by
the Warrantholder on each Warrant Exercise Date equal to the
principal amount of the Term Assets being purchased pursuant to
the exercise of the Call Warrants plus accrued and unpaid
interest to and including the Warrant Exercise Date.
"Warrantholder": Warrantholder shall have the meaning
given to such term in the Call Warrant.
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.
(c) 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 and making the payments identified in Section 10(l)
of this Series Supplement.
(d) The Trustee hereby (i) acknowledges such sale,
deposit and delivery, pursuant to subsections (b) and (c) above,
and receipt by it of the Term Assets, (ii) 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 Call Warrants, the Base
Trust 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 13
hereof shall not release the Trustee from its duties herein or
therein.
5
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 "CorTS(R) Certificates."
The Certificates shall be issued in two classes, in the amount set
forth in Section 5 and with the additional terms set forth in
Exhibits B and C to this Series Supplement. The Class A Certificates
and the Class B Certificates shall be issued in substantially the
forms set forth in Exhibit D and Exhibit F, respectively, 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 Term Assets. The
Class A Certificates will represent the entire beneficial ownership
interest in the principal and redemption premium, if any, of the
Term Assets, and will represent a beneficial ownership interest in
the interest received on the Term Assets equal to the Class A Fixed
Payments. The Class B Certificates will represent a beneficial
ownership interest in the interest received on the Term Assets equal
to the Class B Fixed Payments. The Class A Certificates and Class B
Certificates will rank pari passu with respect to its respective
beneficial ownership interest in the interest payments on the Term
Assets and will share proportionately in such interest based upon
the accrued and unpaid Class A Fixed Payments and the accrued and
unpaid Class B Fixed Payments.
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. Class A Certificate Principal Balance and
Denominations; Class B Certificates; Additional Term Assets. On
the Closing Date, 3,353,400 Class A Certificates with a
Certificate Principal Balance of $83,835,000 shall be
authenticated and delivered under the Base Trust Agreement and
this Series Supplement. In addition, on the Closing Date, Class
B Certificates with a Notional Amount of $83,835,000 shall be
authenticated and delivered under the Base Trust Agreement and
this Series Supplement. The Certificate Principal Balance of the
Class A Certificates and the Notional Amount of the Class B
Certificates shall each initially equal the initial principal
amount of Term Assets sold to the Trustee and deposited in the
Trust. Such Certificate Principal Balance and Notional Amount
shall be calculated without regard to Class A Certificates and
Class B Certificates, respectively, authenticated and delivered
upon registration of, transfer of, or in exchange for, or in lieu
of, other Class A Certificates or Class B 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
6
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
deposit such additional Term Assets in the Certificate Account,
and shall authenticate and deliver to the Depositor, or its
order, Class A Certificates in a Certificate Principal Balance
and Class B Certificates in a Notional Amount equal to the
principal amount of such additional Term Assets. Any such
additional Class A Certificates and Class B Certificates
authenticated and delivered shall rank pari passu with any Class
A Certificates or Class B Certificates, respectively, previously
issued in accordance with this Series Supplement.
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. Call Warrants. (a) Concurrently with the execution of
this Series Supplement, the Trustee, on behalf of the Trust, shall
execute the Warrant Agent Agreement and one or more Call Warrants,
dated as of the date hereof and substantially in the form of Exhibit
E hereto, initially evidencing all of the Call Warrants. The Trustee
shall perform the Trust's obligations under the Warrant Agent
Agreement and the Call Warrants in accordance with their respective
terms. In addition, the Trustee shall execute and deliver such Call
Warrants, substantially in the form of Exhibit E hereto, as shall be
necessary pursuant to the deposit of additional Term Assets into the
Certificate Account pursuant to Section 5 of this Series Supplement.
(b) The Trustee shall notify the Certificateholders
and the Rating Agencies upon receipt of any notice, pursuant to
the provision of the Call Warrants, of a Warrantholder's intent
to exercise its Call Warrants. Such notice from the Trustee
shall state (i) the Warrant Exercise Date, (ii) that such
exercise of the Call Warrant is conditional upon receipt by the
Trustee of the Warrant Exercise Purchase Price with respect to
such exercise, (iii) that the Trustee will select by lot for
redemption a principal amount of Class A Certificates equal to
the principal amount of Term Assets to be purchased and that such
redemption of the Class A Certificates will occur on the Warrant
Exercise Date at a price equal to $25 per Class A Certificate
plus accrued and unpaid interest to the date of redemption and
(iv) that on the date of redemption, the Class B
Certificateholders will be paid accrued and unpaid interest on
the Class B Certificates to the date of redemption and that
following such payment on the Class B Certificates the Notional
Amount of the Class B Certificates will be reduced by the
principal amount of Term Assets purchased. The Trustee shall
promptly notify Certificateholders of any rescission of such a
notice and that the redemption of Certificates in connection with
such exercise is also rescinded.
(c) Upon the exercise of any Call Warrant in
accordance with the terms of the Call Warrants, the Trustee,
after receipt of the Warrant Exercise Purchase Price and the Call
Warrants being exercised, shall deliver or cause to be delivered
upon the written direction of the Warrant Agent, by 1:00 p.m.
7
(New York City time) on the related Warrant Exercise Date, the
Term Assets as specified in the exercised Call Warrant by
instructing the Depositary to credit such Term Assets to the
account of the exercising Warrantholder or its nominee, provided
that the Trustee shall have received notice of the exercise of
such Call Warrant from the Warrant Agent in accordance with the
terms of the Call Warrants and shall have received from the
Warrant Agent an amount, in immediately available funds in a form
acceptable to the Trustee, equal to the Warrant Exercise Purchase
Price for such Term Assets by 1:00 p.m. (New York City time) on
the related Warrant Exercise Date. If any Call Warrant is
exercised in connection with a partial redemption of Term Assets,
the Trustee shall, to the extent possible, deliver to the
exercising Warrantholder, Term Assets that have been selected for
redemption.
(d) Upon receipt of the Warrant Exercise Purchase
Price pursuant to the Call Warrants being exercised, the Trustee
shall deposit the amount of the Warrant Exercise Purchase Price
in the Certificate Account on or before the related Warrant
Exercise Date and pay to the Class A Certificateholders and the
Class B Certificateholders the amount described in Section
8(b)(iii) and (iv) above. The Class A Certificates to be
redeemed will be selected by the Trustee or DTC by lot and will
be paid for on the Warrant Exercise Date, and the Notional Amount
of the Class B Certificates will be reduced pro rata based upon
the Notional Amount of Class B Certificates held by a Class B
Certificateholder.
Section 9. 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, therefor shall
be inapplicable with respect to the Certificates.
Section 10. Distributions.
(a) On each Scheduled Distribution Date, the Trustee
shall distribute to the Class A Certificateholders the related
Class A Fixed Payment and shall distribute to the Class B
Certificateholders the related Class B Fixed Payment, to the
extent of Interest Collections, and on the Maturity Date shall
distribute to the Class A Certificateholders the principal
balance of the Class A Certificates (in the amount of
$83,835,000), to the extent the principal of the Term Assets is
received by the Trustee on such date, and shall distribute all
other amounts held in the Trust pursuant to Section 10(k) of this
Series Supplement; provided, however, if any such payment with
respect to the Term Assets is made to the Trustee after the Term
Assets Payment Date on which such payment was due, the Trustee
shall distribute such amount received on the Business Day
following such receipt.
(b) In the event of a Payment Default, the Trustee shall
proceed against the Term Assets Issuer on behalf of the
Certificateholders to enforce the Term Assets or otherwise to
protect the interests of the Certificateholders, subject to the
receipt of indemnity in form and substance satisfactory to the
Trustee; provided that, holders of the Class A Certificates
8
representing a majority of the Voting Rights on the Class A
Certificates will be entitled to direct the Trustee in any such
proceeding or direct the Trustee to sell the Term Assets, subject
to the Trustee's receipt of satisfactory indemnity. If the
Trustee is directed 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. Any of the
following dealers shall be deemed to qualify as leading dealers:
(1) Credit Suisse First Boston Corporation, (2) ▇▇▇▇▇▇▇, ▇▇▇▇▇ &
Co., (3) ▇▇▇▇▇▇ Brothers Inc., (4) ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated, (5) UBS Securities LLC and (6) ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Inc.; provided, however, that no bid from ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 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. In the event of an Acceleration and a
corresponding payment on the Term Assets, the Trustee shall
distribute the proceeds to the Class A Certificateholders and, to
the extent such proceeds represent scheduled interest payments on
the Term Assets, to the Class B Certificateholders up to the
amount of the accrued interest based on the Notional Amount, no
later than two (2) Business Days after the receipt of immediately
available funds.
(c) In the event that the Trustee receives money or other
property in respect of the Term Assets (other than a scheduled
payment on or with respect to an interest payment date) as a
result of a Payment Default on the Term Assets (including from
the sale thereof), the Trustee will promptly give notice as
provided in Section 18(c) to the Depositary, or for any
Certificates which are not then held by DTC or any other
depository, directly to the registered holders of the
Certificates then outstanding and unpaid. Such notice shall
state that, not later than 30 days after the receipt of such
moneys or other property, the Trustee will allocate and
distribute such moneys or other property to the holders of Class
A Certificates pro rata by principal amount and, to the extent
such proceeds represent scheduled interest on the Term Assets, to
the holders of the Class B Certificates up to the accrued
interest thereon, pro rata by Notional Amount (after deducting
the costs incurred in connection therewith and subject to
clause (l) of this Section 10). Property other than cash will be
liquidated by the Trustee, and the proceeds thereof distributed
in cash, only to the extent necessary to avoid distribution of
fractional securities to Class A Certificateholders. Other than
as provided in clause (l) below, no amount will be distributed to
the Depositor in respect of the Term Assets.
(d) Distributions to the Certificateholders on each
Distribution Date will be made to the Certificateholders of record
on the Record Date.
(e) All distributions (other than distributions made
pursuant to Section 10(g)) to Class A Certificateholders shall be
allocated pro rata among the Class A Certificates based on their
respective principal balances as of the Record Date. All
distributions to Class B Certificateholders shall be allocated pro
rata among the Class B Certificates based on their respective
Notional Amount as of the Record Date.
(f) 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
9
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 (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 10(f) unless a new instruction is delivered fifteen
(15) days prior to a Distribution Date.
(g) Upon receipt by the Trustee of a notice that all or a
portion of the Term Assets are to be redeemed, the Trustee shall
select by lot for redemption a principal amount of Class A
Certificates and reduce the Notional Amount of the Class B
Certificates equal to the principal amount of the Term Assets to be
redeemed on the Term Assets Redemption Distribution Date. The
Trustee shall promptly give notice of such redemption to the
Warrantholder. Notice of such redemption shall also be given by the
Trustee to the registered Certificateholders not less than fifteen
(15) days prior to the Term Assets Redemption Distribution Date by
mail to each registered Certificateholder at such registered
Certificateholder's last address on the register maintained by the
Trustee; provided, however, that the Trustee shall not be required
to give any notice of redemption prior to the third business day
after the date it receives notice of such redemption. Subject to the
exercise of the Call Warrants (in which case the provisions of
Section 8 of this Series Supplement shall apply), the redemption
price for the Class A Certificates redeemed shall be $25 per Class A
Certificate plus accrued and unpaid interest to the date of
redemption plus a pro rata share of the redemption premium, if any,
received from the Term Assets Issuer. In addition, the Trustee will
pay to the Class B Certificateholders accrued and unpaid interest to
the date of redemption, but solely to the extent of amounts received
on the Term Assets which represent interest on the Term Assets, and
will reduce the Notional Amount of the Class B Certificates, pro
rata based on the Notional Amount held, by an amount equal to the
principal amount of the Term Assets redeemed.
(h) 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, at a redemption price equal to the greater of
(i) 100% of the principal amount of the Term Assets to be redeemed
and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of
redemption on a semiannual basis at a certain treasury rate plus 35
basis points, plus in each case, accrued and unpaid interest to the
date of redemption.
(i) [Reserved].
(j) In the event that periodic reports required to be
filed by the Term Assets Issuer under the United States
Securities Exchange Act of 1934 are no longer being filed and the
Depositor determines in its sole discretion that under applicable
securities laws, rules or regulations the Trust must be
liquidated, then the Trustee shall liquidate any remaining Term
Assets and distribute any proceeds thereof. The distribution will
be allocated between the Class A Certificates and the Class B
Certificates such that the percentage received by the Class A
Certificateholders of the total distribution equals the Class A
Proportion divided by the sum of the Class A Proportion plus the
Class B Proportion and the percentage received by the Class B
Certificateholders of the total distribution equals the Class B
Proportion divided by the sum of the Class A Proportion plus the
Class B Proportion. The Trustee shall notify each Rating Agency
10
of any such liquidation of the Trust. If the Trustee is required to
liquidate the Term Assets pursuant to Section 10(j), 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. Any of the
following dealers shall be deemed to qualify as leading dealers: (1)
Credit Suisse First Boston Corporation, (2) ▇▇▇▇▇▇▇, ▇▇▇▇▇ &
Co., (3) ▇▇▇▇▇▇ Brothers Inc., (4) ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated, (5) UBS Securities LLC and (6) ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Inc.; provided, however, that no bid from ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ 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.
(k) 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 (i) all accrued and unpaid
Class A Fixed Payments and the return of the Certificate
Principal Balance are made on the Class A Certificates and (ii)
all accrued and unpaid Class B Fixed Payments are made on the
Class B Certificates, such remaining monies or property shall be
distributed to the Class B Certificateholders on a pro rata basis
based on the Notional Amount of Class B Certificates held on the
date the final Class B Fixed Payment was made on the Class B
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 principal balances or
Notional Amounts, as the case may be.
(l) On the Closing Date, as partial payment for the
Term Assets, the Trustee shall deliver to, or at the direction
of, the Depositor all of the Certificates. On December 1, 2002,
as payment of the balance of the purchase price for the Term
Assets, the Trustee shall pay to the Depositor from the Class A
Fixed Payment and the Class B Fixed Payment received on such
date, the amount of the interest accrued on the Term Assets from
June 1, 2002 to but not including the Closing Date, which amount
equals $487,290.94. In the event the Class A Fixed Payment and
the Class B Fixed Payment are not received by the Trustee on such
date or otherwise are insufficient to pay such amount of accrued
interest to the Depositor, the Depositor shall have a claim for
the unpaid portion of such amount and shall share pari passu with
the Certificateholders to the extent of such claim (i) in the
proceeds from the sale or recovery of the Term Assets, in the
case of the Class A Certificates and (ii) in the portion of such
proceeds which represent interest in the case of the Class B
Certificates.
Section 11. Termination of Trust. (a) The Trust shall terminate upon
the occurrence of any Trust Termination Event.
(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
11
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.
Section 12. Limitation of Powers and Duties. (a) The Trustee shall
administer the Trust and the Term Assets solely as specified herein
and in the Base Trust Agreement.
(b) The Trust is constituted solely for the purpose of
acquiring and holding the Term Assets and issuing the Call Warrants.
The Trustee is not authorized to acquire any other investments or
engage in any activities not authorized herein and, in particular,
unless 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. In
the event that the Trustee receives a request from the Term Assets
Trustee, the Term Assets Issuer or, if applicable, the Depositary
with respect to the Term Assets, for the Trustee's consent to any
amendment, modification or waiver of the Term Assets, 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 Class A
Certificateholder and Class B Certificateholder of record as of the
date of such request. The Trustee shall request instructions from
the Class A 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 principal balances of the Class
A Certificates) as the Class A Certificates of the Trust were
actually voted or not voted by the Holders thereof as of the date
determined by the Trustee prior to the date such vote or consent is
required; provided, however, that, notwithstanding anything to the
contrary in the 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 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,
including the Warrant Agent Agreement. The Trustee shall have no
12
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 Registrar.
Section 13. 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 13 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
this Series Supplement. 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 in its individual
capacity, and the Trustee and the co-trustee shall have no
recourse against the Trust with respect thereto.
The Trustee hereby agrees that it shall not receive any
additional compensation for the performance of its duties, as
warrant agent under the Warrant Agreement.
Section 14. 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.
13
Pursuant to Section 5 of this Series Supplement, the Depositor may
sell to the Trustee additional Term Assets from time to time without
violation or trigger of this Section 14. 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%.
Section 15. 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 16. 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.
Section 17. No Event of Default. There shall be no Events of Default
defined with respect to the Certificates.
Section 18. 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, and (ii) in the case of the
Trustee, to U.S. Bank Trust National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 10.07 of the Base Trust Agreement, or
otherwise, such notices shall be mailed or delivered as provided in
such Section 10.07, to: 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) In the event a Payment Default or an Acceleration
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 the
Certificates thereof. Such notice shall set forth (i) the identity
of the issue of Term Assets, (ii) the date and nature of such
Payment Default or Acceleration, (iii) the principal amount of the
14
interest or principal in default, (iv) the Certificates affected by
the Payment Default or Acceleration, 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 to or by the Trustee or the Depositor to
the Certificateholders without charge to such Certificateholders.
Section 19. 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 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 20. 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 21. 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 22. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
Section 23. 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.
Section 24. [Reserved]
Section 25. 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 26. 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
15
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 27. Rule 144A Provisions for Class B Certificates. The Class
B Certificates shall be reoffered solely to "qualified institutional
buyers" as defined in Rule 144A of the Securities Act of 1933. All
purchasers of the Class B Certificates, by their purchase, shall be
deemed to have represented that they constitute "qualified
institutional buyers" as defined in Rule 144A of the Securities Act
of 1933. Further, at any time when the Trust is not subject to
Section 13 or 15(d) of the United States Securities Exchange Act of
1934, as amended, upon the request of any Class B Certificateholder,
the Trustee on behalf of the Trust shall promptly furnish to such
Class B Certificateholder or to a prospective purchaser of any Class
B Certificate designated by such Class B Certificateholder, as the
case may be, the information which the Depositor determines to be
required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act ("Rule 144A Information") in order to permit
compliance by such Class B Certificateholder with Rule 144A in
connection with the resale of such Class B Certificate by such Class
B Certificateholder; provided, however, that the Trust shall not be
required to provide audited financial statements more than once a
year or to furnish Rule 144A Information in connection with any
request made on or after the date that is two years from the later
of (i) the date such Class B Certificate (or any predecessor Class B
Certificate) was acquired from the Trust or (ii) the date such Class
B Certificate (or any predecessor Class B Certificate) was last
acquired from an "affiliate" of the Trust within the meaning of Rule
144, in each case as determined by the Depositor.
Section 28. Reporting Obligations. The Depositor shall advise and
reasonably cooperate with the Trustee as to what information, if
any, is required by Rule 144A(d)(4) of the Securities Act of 1933,
as amended, and the Trustee shall be entitled to rely on such advice
of the Depositor.
Section 29. 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 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 (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
16
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 30. 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).
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
ACCEPTED AND ACKNOWLEDGED BY:
U.S. BANK NATIONAL ASSOCIATION,
as Co-Trustee
By:____________________________________
Responsible Officer
EXHIBIT A
IDENTIFICATION OF THE TERM ASSETS AS OF CLOSING DATE
Term Assets Issuer: Verizon Global Funding Corp.
Term Assets: 7.75% Notes due December 1, 2030
Maturity Date: December 1, 2030
Original Principal Amount Issued: $2,000,000,000
CUSIP No.: ▇▇▇▇▇▇▇▇▇
Stated Interest Rate: 7.75% per annum
Interest Payment Dates: June 1 and December 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,
at a redemption price equal to the
greater 100% of the principal
amount of the Term Assets to be
redeemed and (ii) the sum of the
present values of the remaining
scheduled payments of principal and
interest thereon discounted to the
date of redemption on a semi-annual
basis at a certain treasury rate
plus 35 basis points, plus in each
case, accrued and unpaid interest
to the date of redemption.
Ranking: The Term Assets will be the senior
unsecured obligations of the Term
Assets Issuer and will rank equally
with all of the Term Assets
Issuer's other unsecured and
unsubordinated debt.
Support Agreement: The Term Assets are supported as to
the payment of principal and
interest by Verizon Communications
Inc. under a Support Agreement.
Principal Amount of Term Assets
Deposited Under Trust Agreement: $83,835,000
The Term Assets will be held by the Trustee as book-entry credits
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 CLASS A CERTIFICATES AS OF CLOSING DATE
Maximum Number of Class A
Certificates Up to 3,353,400
Aggregate Principal Amount
of Class A Certificates: $83,835,000
Authorized Denomination: $25 and integral multiples thereof
Rating Agencies: Standard & Poor's Ratings Services,
and ▇▇▇▇▇'▇ Investors Service, Inc.
Closing Date: June 28, 2002
Distribution Dates: June 1 and December 1, the Maturity
Date, any Term Assets Redemption
Distribution Date or any Term Assets
Default Distribution Date.
Interest Rate: 7.375%
Maturity Date: December 1, 2030
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 CorTS(R)Trust
For Verizon Global Funding Notes
B-1
EXHIBIT C
TERMS OF THE CLASS B CERTIFICATES AS OF CLOSING DATE
Aggregate Notional Amount
of Class B Certificates: $83,835,000
Authorized Denomination: $100,000 and integral multiples of
$1,000 in excess thereof
Rating Agencies: Standard & Poor's Ratings Services
Closing Date: June 28, 2002
Distribution Dates: June 1 and December 1, the Maturity
Date, any Term Assets Redemption
Distribution Date or any Term Assets
Default Distribution Date.
Interest Rate: 0.375%
Maturity Date: December 1, 2030
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 CorTS(R)Trust
For Verizon Global Funding Notes
C-1
EXHIBIT D
FORM OF CLASS A CERTIFICATES
THIS CLASS A 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 CLASS A CERTIFICATE
NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
UNLESS THIS CLASS A 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 CLASS A 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 Class A Certificates
CUSIP: Certificate Principal Amount
CORTS(R)CLASS A CERTIFICATES
evidencing an undivided interest in the Trust, as defined below,
the assets of which include 7.75% Notes , due December 1, 2030,
issued by The Verizon Global Funding Corp.
This Class A 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
CorTS(R)Trust For Verizon Global Funding Notes (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 CorTS(R)Supplement 2002-8, dated as of June
28, 2002 (the "Series Supplement" and, together with the
Agreement, the "Trust Agreement"), between the Depositor and the
Trustee. This Class A 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
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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 Class A Certificate is one of the duly authorized
Certificates designated as "CorTS(R)Class A Certificates" (herein
called the "Class A Certificate" or "Class A Certificates").
This Class A 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 Class A Certificate by virtue
of the acceptance hereof assents and by which such Holder is
bound. The assets of the Trust include the Term Assets and all
proceeds of the Term Assets. Additional Term Assets may be sold
to the Trustee and additional Class A Certificates may be
authenticated and delivered from time to time as provided in the
Trust Agreement, which additional Class A Certificates shall rank
pari passu with all other Class A 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 Class A Certificate is
registered at the close of business on the related Record Date,
such Class A Certificateholder's fractional undivided interest in
the amount of distributions of the Term Assets to be distributed
to Class A Certificateholders on such Distribution Date. The
Term Assets will pay interest on June 1 and December 1 of each
year, except that the final payment of interest will be on
December 1, 2030, with the next interest payment date occurring
on December 1, 2002. The principal of the Term Assets is
scheduled to be paid on December 1, 2030.
The distributions in respect of this Class A 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.
The Term Assets held by the Trust are subject to the rights
of the Warrantholders, as provided for in the Series Supplement,
and each Class A Certificateholder, by accepting its Class A
Certificate, acknowledges such rights and the possibility of an
early redemption of the Class A Certificates in accordance with
the terms of the Series Supplement.
It is the intent of the Depositor, the Class A
Certificateholders and the Class B 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 Class A Certificateholder, by acceptance of a Class A
Certificate, agrees to treat, and to take no action inconsistent
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with such intentions and the provisions of the Trust Agreement
shall be interpreted to further these intentions of the parties.
Each Class A Certificateholder, by its acceptance of a Class
A Certificate, covenants and agrees that such Class A
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 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 Class A Certificates.
Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Trustee by manual
signature, this Class A 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 CLASS A 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 Class A
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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EXHIBIT E
FORM OF CALL WARRANT
CORTS(R)TRUST FOR VERIZON GLOBAL FUNDING NOTES
Call Warrant
Dated as of June 28, 2002
-------------------------------------------------------------------
THIS CALL WARRANT HAS NOT BEEN, AND THE WARRANTS REPRESENTED
HEREBY HAVE NOT BEEN, REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN
EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT.
THIS CALL WARRANT AND ANY WARRANT REPRESENTED HEREBY MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
THIS CALL WARRANT AND MAY NOT BE TRANSFERRED TO ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ INC. OR STRUCTURED PRODUCTS CORP.
CORTS(R)TRUST FOR VERIZON GLOBAL FUNDING NOTES
Call Warrant
_________ Warrants; Each Warrant Relating to $1,000 principal
amount of Term Assets
No. ______ June 28,
2002
CORTS(R)Trust For Verizon Global Funding Notes (the "Trust"),
a trust created under the laws of the State of New York pursuant
to a Base Trust Agreement, dated as of December 15, 2000 (the
"Agreement"), between Structured Products Corp. (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 CorTS(R)Supplement 2002-8,
dated as of June 28, 2002 (the "Series Supplement" and, together
with the Agreement, the "Trust Agreement"), between the Depositor
and the Trustee, for value received, hereby certifies that
____________________ or registered assigns, is entitled to
purchase $___________ principal amount of the assets set forth on
Schedule 1 hereto in whole or part on any Warrant Exercise Date
(as defined below) designated by the holder of this instrument
(this "Call Warrant") at a purchase price equal to the Warrant
Exercise Purchase Price (as defined below), all subject to the
terms and conditions set forth below.
Certain capitalized terms used in this Call Warrant are
defined in Article IV hereof; capitalized terms used but not
defined herein shall have the respective meanings set forth in
the Trust Agreement; references to an "Exhibit" are, unless
otherwise specified, to one of the Exhibits attached to this Call
Warrant and references to a "Section" are, unless otherwise
specified, to one of the sections of this Call Warrant.
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Article I
Exercise of Warrants
Section I.1 Manner of Exercise. (a) This Call Warrant
may be exercised by the holder hereof (each, a "Warrantholder"),
in whole or in part, on any Warrant Exercise Date, set forth in
the prior written notice to the Warrant Agent and the Trustee
delivered at any time on or before the Business Day that is at
least fifteen (15) days before such Warrant Exercise Date, by
surrender of this Call Warrant to the Warrant Agent at its office
set forth in Section VI.3 hereof no later than 11:00 a.m. (New
York City time) on such Warrant Exercise Date; provided that such
holder shall have made payment to the Warrant Agent, by wire
transfer or other immediately available funds acceptable to the
Warrant Agent, in the amount of the applicable Warrant Exercise
Purchase Price, in a manner such that funds are available to the
Warrant Agent no later than 11:00 a.m. (New York City time) on
such Warrant Exercise Date, and such holder shall thereupon be
entitled to delivery of the Term Assets equal to $1,000 per Call
Warrant purchased hereunder in accordance with this Article I;
provided further that the Warrantholder may not exercise this
Call Warrant at any time when such Warrantholder is insolvent,
and in connection therewith, such Warrantholder shall be required
to certify that it is solvent at the time of exercise settlement,
by completing the Form of Subscription attached to this Call
Warrant and delivering such completed Form of Subscription to the
Trustee on or prior to the Warrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee
immediately upon receipt by the Warrant Agent of a notice by the
holder of this Call Warrant and upon receipt of payment of the
applicable Warrant Exercise Purchase Price from such holder
pursuant to clause (a) of this Section I.1. The Warrant Agent
shall transfer each payment made by the holder hereof pursuant to
clause (a) of this Section I.1 to the Trustee in immediately
available funds, for application pursuant to the Trust Agreement
no later than 1:00 p.m. (New York City time) on the applicable
Warrant Exercise Date (and, pending such transfer, shall hold
each such payment for the benefit of the holder hereof in a
segregated trust account).
(c) A notice by the holder of a Call Warrant does not
impose any obligations on a holder of a Call Warrant in any way
to pay any Warrant Exercise Purchase Price. If, by 11:00 a.m.
(New York City time) on the Warrant Exercise Date, the holder of
the Call Warrant being exercised has not paid the Warrant
Exercise Purchase Price, then such notice shall automatically
expire and none of the holder of such Call Warrant, the Warrant
Agent and the Trustee shall have any obligations with respect to
such notice by the holder of such Call Warrant. The expiration
of a notice by the holder of this Call Warrant shall in no way
affect a holder of a Call Warrant's right to subsequently deliver
a notice which satisfies the terms of the Trust Agreement.
(d) In the event of a partial redemption of the Term
Assets by the Term Assets Issuer, if the holders of the Call
Warrants fail to exercise their Call Warrants with respect to all
Term Assets redeemed in such partial redemption, the number of
outstanding Warrants held by each Warrantholder shall be reduced
proportionately so that the amount of Term Assets callable by the
exercise of Call Warrants equals the amount of Term Assets
remaining in the Trust. The Warrant Agent shall make such
adjustments to its records as shall be necessary to reflect such
reductions and shall notify each Warrantholder of such
adjustments.
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Section I.2 Transfer of Term Assets. (a) As soon as
practicable after each surrender of this Call Warrant, in whole
or in part, and no later than 11:00 a.m. (New York City time) on
the Warrant Exercise Date and upon satisfaction of all other
requirements described in this Call Warrant, the Warrant Agent
shall instruct the Trustee to cause the Term Assets represented
by the number of Warrants being exercised hereunder to be
registered on the book-entry system of the related depositary in
the registered name or names furnished by the holder, and, in
case such exercise is in part only, a new Call Warrant of like
tenor, representing the remaining outstanding Warrants of the
holder, shall be delivered by the Warrant Agent to the holder
hereof. The Trustee shall cause the delivery of such portion of
the Term Assets to the holder or its nominee no later than 1:00
p.m. (New York City time) on the applicable Warrant Exercise Date
in accordance with Section 8(c) of the Trust Agreement.
(b) If any Call Warrant is exercised in connection with a
partial redemption of Term Assets, the Trustee shall, to the
extent possible, deliver to the exercising Warrantholder, Term
Assets that have been selected for redemption.
Section I.3 Cancellation and Destruction of Call
Warrant. All Call Warrants surrendered to the Warrant Agent for
the purpose of exercise (in whole or in part) pursuant to Section
I.1 and actually exercised, or for the purpose of transfer or
exchange pursuant to Article III, shall be cancelled by the
Warrant Agent, and no Call Warrant shall be issued in lieu
thereof. The Warrant Agent shall destroy all cancelled Call
Warrants.
Section I.4 No Rights as Holder of Term Assets Conferred
by Warrants. Prior to the exercise hereof, this Call Warrant
shall not entitle the holder hereof to any of the rights of a
holder of the Term Assets, including, without limitation, the
right to receive the payment of any amount on or in respect of
the Term Assets or to enforce any of the covenants of the Trust
Agreement.
Article II
Restrictions on Transfer
Section II.1 Restrictive Legends. Except as otherwise
permitted by this Article II, each Call Warrant (including each
Call Warrant issued upon the transfer of any Call Warrant) shall
be issued with a legend in substantially the following form:
"This Call Warrant has not been, and the Warrants
represented hereby have not been, registered under the Securities
Act of 1933, as amended, and may not be transferred, sold or
otherwise disposed of except while a registration under such Act
is in effect or pursuant to an exemption therefrom under such
Act. This Call Warrant and any Warrant represented hereby may be
transferred only in compliance with the conditions specified in
this Call Warrant and may not be transferred to ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Inc. or Structured Products Corp."
Section II.2 Notice of Proposed Transfer; Opinions of
Counsel. Prior to any transfer of any Call Warrant or portion
thereof, the holder hereof will give five (5) Business Days (or
such lesser period acceptable to the Warrant Agent) prior written
notice to the Warrant Agent of such holder's intention to effect
such transfer and to comply in all other respects with this
Section II.2. Each transfer of a portion of a Call Warrant must
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be for a whole number of Warrants. Each such notice (a) shall
describe the manner and circumstances of the proposed transfer in
sufficient detail to enable counsel for the holder to render the
opinions referred to below, and (b) shall designate counsel for
the holder giving such notice. The holder giving such notice
will submit a copy thereof to the counsel designated in such
notice. If (A) in the opinion of such counsel for the holder the
proposed transfer may be effected without registration of such
Call Warrant under the Securities Act (such opinion stating the
basis for such determination) and (B) such opinion is in form and
substance reasonably satisfactory to the Depositor and the
Warrant Agent, such holder shall thereupon be entitled to
transfer such Call Warrant in accordance with the terms of the
notice delivered by such holder to the Warrant Agent. Each
instrument representing such Call Warrant or portion thereof
issued upon or in connection with such transfer shall bear the
restrictive legend required by Section II.1, unless the Warrant
Agent shall have received an opinion of counsel reasonably
satisfactory to the Warrant Agent and the Depositor that such
legend is no longer required to ensure compliance with the
Securities Act.
Article III
Registration and Transfer of Call Warrants, etc.
Section III.1 Warrant Register; Ownership of Call
Warrants. The Warrant Agent will keep a register in which the
Warrant Agent will provide for the registration of Call Warrants
and the registration of transfers of Call Warrants representing
whole numbers of Warrants. The Trustee and the Warrant Agent may
treat the Person in whose name any Call Warrant is registered on
such register as the owner thereof for all purposes, and the
Trustee and the Warrant Agent shall not be affected by any notice
to the contrary.
Section III.2 Transfer and Exchange of Call Warrants. Upon
surrender of any Call Warrant for registration of transfer or for
exchange to the Warrant Agent, the Warrant Agent shall (subject
to compliance with Article II) execute and deliver, and cause the
Trustee, on behalf of the Trust, to execute and deliver, in
exchange therefor, a new Call Warrant of like tenor and
evidencing a like whole number of Warrants, in the name of such
holder or as such holder (upon payment by such holder of any
applicable transfer taxes or government charges) may direct.
Section III.3 Replacement of Call Warrants. Upon receipt of
evidence reasonably satisfactory to the Warrant Agent of the
loss, theft, destruction or mutilation of any Call Warrant and,
in the case of any such loss, theft or destruction of any Call
Warrant, upon delivery of an indemnity bond in such reasonable
amount as the Warrant Agent may determine, or, in the case of any
such mutilation, upon the surrender of such Call Warrant for
cancellation to the Warrant Agent, the Warrant Agent shall
execute and deliver, and cause the Trustee, on behalf of the
Trust, to execute and deliver, in lieu thereof, a new Call
Warrant of like tenor bearing a number not contemporaneously
outstanding.
Section III.4 Execution and Delivery of Call Warrants by
Trustee. The Trustee, on behalf of the Trust, hereby agrees
(subject to compliance with Article II) to execute and deliver
such new Call Warrants issued in accordance with Section I.2 or
this Article III as the Warrant Agent shall request in accordance
herewith.
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Article IV
Definitions
As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:
"Business Day": As defined in the Trust Agreement.
"Call Warrant": This instrument.
"Closing Date": June 28, 2002.
"Depositor": As defined in the introduction to this
Call Warrant, or any successor thereto under the Trust Agreement.
"Depositor Order": As defined in the Trust Agreement.
"Person": Any individual, corporation, partnership,
joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.
"Rating Agencies": Standard & Poor's Ratings Services
and ▇▇▇▇▇'▇ Investors Service, Inc. and any successor thereto.
"Responsible Officer": As defined in the Trust
Agreement.
"Securities Act": The Securities Act of 1933, or any
similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.
"Trust": As defined in the introduction to this Call
Warrant.
"Trust Agreement": The Base Trust Agreement, dated as
of December 15, 2000, between the Depositor and the Trustee, as
supplemented by the CorTS(R)Supplement 2002-8, dated as of June
28, 2002, between the Depositor and the Trustee, incorporating by
reference the definitions and assumptions thereto, as the same
may be amended or modified from time to time.
"Trustee": As defined in the introduction to this
Warrant, or any successor thereto under the Trust Agreement.
"Warrant": The right to purchase, on a pro rata basis,
an aggregate of $1,000 in par amount of the Term Assets.
"Warrant Agent": U.S. Bank Trust National Association,
a national banking association, in its capacity as warrant agent
hereunder, or any successor thereto hereunder.
"Warrant Exercise Date": Any Business Day on or after
June 28, 2007, or any Business Day after the Term Assets Issuer
gives notice indicating its intention to redeem the Term Assets,
as set forth in the notice from the Warrantholder to the Warrant
Agent and the Trustee.
"Warrant Exercise Purchase Price": An amount paid by
the Warrantholder on each Warrant Exercise Date equal to the
principal amount of the Term Assets being purchased pursuant to
the exercise of the Call Warrants plus accrued and unpaid
interest to and including the Warrant Exercise Date.
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Article V
Warrant Agent
Section V.1 Limitation on Liability. The Warrant Agent
shall be protected and shall incur no liability for or in respect
of any action taken, suffered or omitted by it in connection with
its administration of the Call Warrants in reliance upon any
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document in good faith
believed by it to be genuine and to be signed, executed and,
where necessary, verified and acknowledged, by the proper Person
or Persons.
Section V.2 Duties of Warrant Agent. The Warrant Agent
undertakes only the specific duties and obligations imposed
hereunder upon the following terms and conditions, by all of
which the Depositor, the Trust, the Trustee and each holder of a
Call Warrant shall be bound:
(a) The Warrant Agent may consult with legal counsel
(who may be legal counsel for the Depositor), and the opinion of
such counsel shall be full and complete authorization and
protection to the Warrant Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion, provided
the Warrant Agent shall have exercised reasonable care in the
selection by it of such counsel.
(b) Whenever in the performance of its duties
hereunder, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Depositor
or the Trustee prior to taking or suffering any action hereunder,
such fact or matter may be deemed to be conclusively proved and
established by a Depositor Order or a certificate signed by a
Responsible Officer of the Trustee and delivered to the Warrant
Agent; and such certificate shall be full authorization to the
Warrant Agent for any action taken or suffered in good faith by
it hereunder in reliance upon such certificate.
(c) The Warrant Agent shall be liable hereunder only
for its own gross negligence, willful misconduct or bad faith.
(d) The Warrant Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained
herein or be required to verify the same, but all such statements
and recitals are and shall be deemed to have been made by the
Trust and the Depositor only.
(e) The Warrant Agent shall not have any
responsibility in respect of and makes no representation as to
the validity of this Call Warrant or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent);
nor shall it be responsible for any breach by the Trust of any
covenant or condition contained in this Call Warrant; nor shall
it by any act hereunder be deemed to make any representation or
warranty as to the Term Assets to be purchased hereunder.
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(f) The Warrant Agent is ▇▇▇▇▇▇ authorized and
directed to accept instructions with respect to the performance
of its duties hereunder from the Chairman of the Board, the Chief
Executive Officer, Chief Financial Officer, Chief Operating
Officer, President, a Vice President, its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary of the
Depositor, and any Responsible Officer of the Trustee, and to
apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken
or suffered to be taken by it in good faith in accordance with
instructions of any such officer.
(g) The Warrant Agent and any shareholder, director,
officer or employee of the Warrant Agent may buy, sell or deal in
any of the Call Warrants or other securities of the Trust or
otherwise act as fully and freely as though it were not Warrant
Agent hereunder, so long as such persons do so in full compliance
with all applicable laws. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for the Trust,
the Depositor or for any other legal entity.
(h) The Warrant Agent may execute and exercise any of
the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents.
(i) The Warrant Agent shall act solely as the agent of
the Warrantholders hereunder. The Warrant Agent shall not be
liable except for the failure to perform such duties as are
specifically set forth herein, and no implied covenants or
obligations shall be read into this Call Warrant against the
Warrant Agent, whose duties shall be determined solely by the
express provisions hereof. The Warrant Agent shall not be deemed
to be a fiduciary.
(j) The Warrant Agent shall not have any duty to
calculate or determine any adjustments with respect either to the
Warrant Exercise Purchase Price or to the kind and amount of
property receivable by holders of Call Warrants upon the exercise
thereof.
(k) The Warrant Agent shall not be responsible for any
failure on the part of the Trustee to comply with any of its
covenants and obligations contained herein.
(l) The Warrant Agent shall not be under any
obligation or duty to institute, appear in or defend any action,
suit or legal proceeding in respect hereof, unless first
indemnified to its satisfaction, but this provision shall not
affect the power of the Warrant Agent to take such action as the
Warrant Agent may consider proper, whether with or without such
indemnity. The Warrant Agent shall promptly notify the Depositor
and the Trustee in writing of any claim made or action, suit or
proceeding instituted against it arising out of or in connection
with this Call Warrant.
(m) The Trustee will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and
delivered all such further acts, instruments and assurances as
may be required by the Warrant Agent in order to enable it to
carry out or perform its duties hereunder.
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Section V.3 Change of Warrant Agent. The Warrant Agent
may resign and be discharged from its duties hereunder upon
thirty (30) days notice in writing mailed to the Depositor and
the Trustee by registered or certified mail, and to the holders
of the Call Warrants by first-class mail at the expense of the
Depositor; provided that no such resignation or discharge shall
become effective until a successor Warrant Agent shall have been
appointed hereunder. The Depositor may remove the Warrant Agent
or any successor Warrant Agent upon thirty (30) days notice in
writing, mailed to the Warrant Agent or successor Warrant Agent,
as the case may be, and upon fifteen (15) days notice to the
holders of the Call Warrants by first-class mail, and absent the
objection of the holders of a majority of the Warrants
outstanding, within such fifteen (15) day period; provided
further that no such removal shall become effective until a
successor Warrant Agent shall have been appointed hereunder. If
the Warrant Agent shall resign or be removed or shall otherwise
become incapable of acting, the Depositor shall promptly appoint
a successor to the Warrant Agent, which may be designated as an
interim Warrant Agent. If an interim Warrant Agent is
designated, the Depositor shall then appoint a permanent
successor to the Warrant Agent, which may be the interim Warrant
Agent. If the Depositor shall fail to make such appointment of a
permanent successor within a period of thirty (30) days after
such removal or within sixty (60) days after notification in
writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the holder of a Call Warrant,
then the Warrant Agent or registered holder of any Warrant may
apply to any court of competent jurisdiction for the appointment
of such a successor. Any successor to the Warrant Agent
appointed hereunder must be rated in one of the four highest
rating categories by the Rating Agencies. Any entity which may
be merged or consolidated with or which shall otherwise succeed
to substantially all of the trust or agency business of the
Warrant Agent shall be deemed to be the successor Warrant Agent
without any further action.
Article VI
Miscellaneous
Section VI.1 Remedies. The remedies at law of the holder
of this Call Warrant in the event of any default or threatened
default by the Warrant Agent in the performance of or compliance
with any of the terms of this Call Warrant are not and will not
be adequate and, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
Section VI.2 Limitation on Liabilities of Holder. Nothing
contained in this Call Warrant shall be construed as imposing any
obligation on the holder hereof to purchase any of the Term
Assets except in accordance with the terms hereof.
Section VI.3 Notices. All notices and other
communications under this Call Warrant shall be in writing and
shall be delivered, or mailed by registered or certified mail,
return receipt requested, by a nationally recognized overnight
courier, postage prepaid, addressed (a) if to any holder of any
Call Warrant, at the registered address of such holder as set
forth in the register kept by the Warrant Agent, or (b) if to the
Warrant Agent, to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Corporate Trust or to such other address notice
of which the Warrant Agent shall have given to the holder hereof
and the Trustee or (c) if to the Trust or the Trustee, to the
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Corporate Trust Office (as set forth in the Trust Agreement);
provided that the exercise of any Call Warrant shall be effective
in the manner provided in Article I.
Section VI.4 Amendment. (a) This Call Warrant may be
amended from time to time by the Depositor, the Trustee and the
Warrant Agent without the consent of the holder hereof, upon
receipt of an opinion of counsel satisfactory to the Warrant
Agent that the provisions hereof have been satisfied and that
such amendment would not alter the status of the Trust as a
grantor trust under the Code, for any of the following purposes:
(i) to cure any ambiguity or to correct or supplement any
provision herein which may be defective or inconsistent with any
other provision herein or to provide for any other terms or
modify any other provisions with respect to matters or questions
arising under this Warrant which shall not adversely affect in
any material respect the interests of the holder hereof or any
holder of a Certificate or (ii) to evidence and provide for the
acceptance of appointment hereunder of a Warrant Agent other than
U.S. Bank Trust National Association.
(b) Without limiting the generality of the foregoing,
this Call Warrant may also be modified or amended from time to
time by the Depositor, the Trustee and the Warrant Agent with the
consent of the holders of 66-2/3% of the Warrants, upon receipt
of an opinion of counsel satisfactory to the Warrant Agent that
the provisions hereof (including, without limitation, the
following proviso) have been satisfied, for the purpose of adding
any provisions to or changing in any manner or eliminating any of
the provisions of this Call Warrant or of modifying in any manner
the rights of the holders of this Call Warrant; provided,
however, that no such amendment shall (i) adversely affect in any
material respect the interests of holders of Certificates without
the consent of the holders of Certificates evidencing not less
than the Required Percentage-Amendment of the aggregate Voting
Rights of such affected Certificates (as such terms are defined
in the Trust Agreement) and without written confirmation from the
Rating Agencies that such amendment will not result in a
downgrading or withdrawal of its rating of the Certificates; (ii)
alter the dates on which Warrants are exercisable or the amounts
payable upon exercise of a Warrant without the consent of the
holders of Certificates evidencing not less than 100% of the
aggregate Voting Rights of such affected Certificates and the
holders of 100% of the affected Warrants or (iii) reduce the
percentage of aggregate Voting Rights required by (i) or (ii)
without the consent of the holders of all such affected
Certificates. Notwithstanding any other provision of this
Warrant, this Section VI.4(b) shall not be amended without the
consent of the holders of 100% of the affected Warrants.
(c) Promptly after the execution of any such amendment
or modification, the Warrant Agent shall furnish a copy of such
amendment or modification to each holder of a Call Warrant, to
each holder of a Certificate and to the Rating Agencies. It
shall not be necessary for the consent of holders of Warrants or
Certificates under this Section to approve the particular form of
any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of
the execution thereof shall be subject to such reasonable
regulations as the Warrant Agent may prescribe.
Section VI.5 Expiration. The right to exercise this Call
Warrant shall expire on the earliest to occur of (a) the
cancellation hereof, (b) the termination of the Trust Agreement
or (c) the liquidation, disposition, or maturity of all of the
Term Assets.
E-9
Section VI.6 Descriptive Headings. The headings in this
Call Warrant are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
Section VI.7 GOVERNING LAW. THIS WARRANT INSTRUMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section VI.8 Judicial Proceedings; Waiver of Jury. Any
judicial proceeding brought against the Trust, the Trustee or the
Warrant Agent with respect to this Call Warrant may be brought in
any court of competent jurisdiction in the County of New York,
State of New York or of the United States of America for the
Southern District of New York and, by execution and delivery of
this Call Warrant, the Trustee on behalf of the Trust and the
Warrant Agent (a) accept, generally and unconditionally, the
nonexclusive jurisdiction of such courts and any related
appellate court, and irrevocably agree that the Trust, the
Trustee and the Warrant Agent shall be bound by any judgment
rendered thereby in connection with this Call Warrant, subject to
any rights of appeal, and (b) irrevocably waive any objection
that the Trust or the Trustee, the Warrant Agent may now or
hereafter have as to the venue of any such suit, action or
proceeding brought in such a court or that such court is an
inconvenient forum.
Section VI.9 Nonpetition Covenant; No Recourse. Each of
(i) the holder of this Call Warrant by its acceptance hereof, and
(ii) the Warrant Agent agrees, that it shall not (and, in the
case of the holder, that it shall not direct the Warrant Agent
to), until the date which is one year and one day after the
payment in full of the Certificates and all other securities
issued by the Trust, the Depositor or entities formed,
established or settled by the Depositor, acquiesce, petition or
otherwise invoke or cause the Trust, the Depositor, or any such
other entity to invoke the process of the United States of
America, any State or other political subdivision thereof or any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government for the
purpose of commencing or sustaining a case by or against the
Trust, the Depositor or any such other entity under a federal or
state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Trust, the Depositor or any such
other entity or all or any part of the property or assets of
Trust, the Depositor or any such other entity or ordering the
winding up or liquidation of the affairs of the Trust, the
Depositor or any such other entity.
Section VI.10 Amendments to the Trust Agreement. The
Trustee hereby agrees not to consent to any amendments to the
Trust Agreement which will adversely affect the rights of the
Warrantholders in a material manner without the consent of the
Warrantholders.
Section VI.11 Reporting Obligations. During any period in
which the Trust is not subject to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Trustee, on
behalf of the Trust, shall promptly furnish to holders of Call
Warrants and prospective purchasers of Call Warrants designated
by such holders, upon request of such holders or prospective
purchasers, the information required to be delivered pursuant to
Rule 144A(d)(4) of the Securities Act of 1933, as amended, to
permit compliance with Rule 144A in connection with the resale of
Call Warrants; provided, however, that the Trust shall not (a) be
required to provide audited financial statements of the Trust or
(b) be required to furnish Rule 144A Information in connection
E-10
with any request made on or after the date that is two years from
the later of (i) the date such Call Warrant (or any predecessor
Call Warrant) was acquired from the Trust or (ii) the date such
Call Warrant (or any predecessor Call Warrant) was last acquired
from an "affiliate" of the Trust within the meaning of Rule 144.
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Each of (i) the holder of this Call Warrant, by its
acceptance hereof, and (ii) the Warrant Agent agrees, that it
shall not have any recourse to the Term Assets or against the
Trust.
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Trustee and Authenticating Agent
By:
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Warrant Agent
By:
Authorized Signatory
E-12
FORM OF SUBSCRIPTION
[To be executed only upon exercise of Warrants]
To CorTS(R)Trust For Verizon Global Funding Notes
U.S. Bank Trust National Association, as Trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust
The undersigned registered holder of the within Call
Warrant, having previously given notice thereof in accordance
with the terms of the Call Warrant, hereby irrevocably exercises
Warrant(s) for, and purchases pursuant thereto, the Term Assets
receivable upon such exercise, and herewith makes payment of
$1,000 per Warrant therefor, and requests that such Term Assets
be transferred to _______________________________________________
[insert information required for transfer of Term Assets]. In
connection therewith, the undersigned hereby certifies that it is
solvent as of the date hereof, as required by Section I.1 of the
Call Warrant.
Dated:
(Signature must conform in all respects to name of
holder as specified on the face of Warrant)
(Street Address)
(City)(State)(Zip Code)
E-13
FORM OF ASSIGNMENT
[To be executed only upon transfer of Call Warrant]
For value received, the undersigned registered holder of the
within Call Warrant hereby sells, assigns and transfers unto
_______________________________________________________________ the
____________________ Warrant(s) [Must be whole number] to purchase
Term Assets to which such Call Warrant relates, and appoints
Attorney to make such transfer on the books of the Warrant Agent
maintained for such purpose, with full power of substitution in
the premises.
Dated:
(Signature must conform in all respects to name of
holder as specified on the face of Warrant)
(Street Address)
(City)(State)(Zip Code)
Signed in the presence of:
E-14
Schedule 1
To the Call Warrant
$_________ aggregate principal amount of 7.75% Notes , due
December 1, 2030 issued by Verizon Global Funding Corp.
E-15
EXHIBIT F
FORM OF CLASS B CERTIFICATES
THIS CLASS B CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY REGULATORY AUTHORITY OF
ANY STATE. THIS CLASS B CERTIFICATE HAS BEEN OFFERED AND SOLD
PRIVATELY. AS A RESULT, THE CLASS B CERTIFICATE IS SUBJECT TO
RESTRICTIONS ON TRANSFER. PERSONS ACQUIRING ANY CLASS B
CERTIFICATES MUST BE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN
RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THIS CLASS B 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 CLASS B CERTIFICATE
NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
UNLESS THIS CLASS B 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 CLASS B 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
CUSIP: Notional Amount
CORTS(R)CLASS B CERTIFICATES
evidencing an undivided interest in the Trust, as defined below,
the assets of which include 7.75% Notes , due December 1, 2030,
issued by Verizon Global Funding Corp.
This Class B Certificate does not represent an interest in or
obligation of the Depositor or any of its affiliates.
F-1
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in
CorTS(R)Trust For Verizon Global Funding Notes (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 CorTS(R)Supplement 2002-8, dated as of June
28, 2002 (the "Series Supplement" and, together with the
Agreement, the "Trust Agreement"), between the Depositor and the
Trustee. This Class B 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 Class B Certificate is one of the duly authorized
Certificates designated as "CorTS(R)Class B Certificates" (herein
called the "Class B Certificate" or "Class B Certificates").
This Class B 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 Class B Certificate by virtue
of the acceptance hereof assents and by which such Holder is
bound. The assets of the Trust include the Term Assets and all
proceeds of the Term Assets. Additional Term Assets may be sold
to the Trustee and additional Class B Certificates may be
authenticated and delivered from time to time as provided in the
Trust Agreement, which additional Class B Certificates shall rank
pari passu with all other Class B 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 Class B Certificate is
registered at the close of business on the related Record Date,
such Class B Certificateholder's fractional undivided interest in
the amount of interest distributions of the Term Assets to be
distributed to Class B Certificateholders on such Distribution
Date. The Term Assets will pay interest on June 1 and December 1
of each year, except that the final payment of interest will be
on December 1, 2030, with the next interest payment date
occurring on December 1, 2002. The Class B Certificate has no
interest in any principal of, or premium on, the Term Assets.
The distributions in respect of this Class B 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.
The Term Assets held by the Trust are subject to rights of
the Warrantholders, as provided for in the Series Supplement, and
each Class B Certificateholder, by accepting its Class B
Certificate, acknowledges such rights and the possibility of an
early redemption of the Class B Certificates in accordance with
the terms of the Series Supplement.
F-2
It is the intent of the Depositor, the Class A
Certificateholders and the Class B 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 Class B Certificateholder, by acceptance of a Class B
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 Class B Certificateholder, by its acceptance of a Class
B Certificate, covenants and agrees that such Class B
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 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 Class B Certificates.
Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Trustee by manual
signature, this Class B 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 CLASS B 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.
F-3
IN WITNESS WHEREOF, the Trustee has caused this Class B
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