Exhibit 5
ADMINISTRATION AGREEMENT dated as of September 15, 1997 (the
"Closing Date"), among TIERS Asset-Backed Securities, Series CHAMT Trust
1997-7, a Delaware business trust (the "Issuer"), Delaware Trust Capital
Management, Inc., as Trustee under the Trust Agreement referred to below
(the "Owner Trustee") and Structured Products Corp. as Administrator (in
such capacity, the "Administrator").
W I T N E S S E T H:
WHEREAS the Issuer is issuing: (i) the TIERS Asset-Backed
Securities Fixed Rate Notes, Class A (the "Notes") pursuant to the Standard
Terms of the Indenture ("Indenture Standard Terms") and the
TIERS<service-mark> Asset-Backed Securities, Series CHAMT Trust 1997-7
Indenture ("Indenture Series Terms"), each dated as of the Closing Date and
each between the Issuer and First Trust of New York, National Association
("First Trust"), as Indenture Trustee thereunder (the "Indenture Trustee";
the Indenture Standard Terms and the Indenture Series Terms, as amended and
supplemented from time to time (the "Indenture"); and (ii) the
TIERS<service-mark> Asset-Backed Securities, Floating Rate Certificates,
Class B (the "Certificates") pursuant to the Base Trust Agreement and the
TIERS<service-mark> Asset-Backed Securities Series CHAMT Trust 1997-7
Supplement thereto, each dated as of the Closing Date and each between
Structured Products Corp. as Depositor thereunder (the "Depositor") and the
Owner Trustee (as amended and supplemented from time to time, the "Trust
Agreement"). Terms used in this Agreement but not defined herein shall
have the meanings set forth in the Trust Agreement;
WHEREAS the Issuer has entered into certain agreements in
connection with the issuance of the Notes and the Certificates
(collectively, the "Securities") including (a) the Indenture, (b) the Trust
Agreement, (c) a Letter of Representations dated as of the Closing Date,
with respect to the Notes (as amended and supplemented from time to time,
the "Note Depository Agreement"), among the Issuer, the Indenture Trustee
and The Depository Trust Company ("DTC"), (d) a Letter of Representations
dated as of the Closing Date, with respect to the Trust Certificates (as
amended and supplemented from time to time, the "Certificate Depository
Agreement", and, together with the Note Depository Agreement, the
"Depository Agreements") among the Issuer, the Indenture Trustee, the Owner
Trustee and DTC, (e) an ISDA Master Agreement and related schedule and
confirmations dated as of the Closing Date (as amended and supplemented
from time to time, the "Swap Agreement"), between the Issuer and
Westdeutsche Landesbank Girozentrale, New York Branch, (the Indenture, the
Depository Agreements and the Swap Agreement being hereinafter referred to
collectively as the "Related Agreements");
WHEREAS pursuant to the Related Agreements, the Issuer and the
Owner Trustee are required to perform certain duties in connection with
such Related Agreements.
WHEREAS the Issuer and the Owner Trustee desire to have the
Administrator perform certain of such duties for and on behalf of the
Issuer and the Owner Trustee; and
WHEREAS the Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuer and the Owner Trustee on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE DEPOSITORY AGREEMENTS, GENERAL.
Subject to paragraph 4 below, the Administrator agrees to perform, on
behalf of the Issuer and the Owner Trustee, the ministerial, non-fiduciary
duties delegated herein with respect to the Depository Agreements in
accordance with the terms hereof. In performing such duties the
Administrator shall be entitled to seek direction from the Owner Trustee,
the Issuer and the Indenture Trustee.
(b) DUTIES WITH RESPECT TO THE INDENTURE. The Administrator
shall, to the extent permitted by law, perform all those non-fiduciary
duties of the Issuer under the Indenture, other than those duties delegated
to First Trust as Administrator under the Administration Agreement (the
"Other Administration Agreement") dated September 15, 1997 among the
Issuer, the Owner Trustee and First Trust, as acknowledged and agreed to by
Structured Products Corp. as Depositor under the Trust Agreement.
(c) DUTIES WITH RESPECT TO THE TRUST AGREEMENT. The
Administrator shall, to the extent permitted by law, perform all those non-
fiduciary duties of the Issuer and the Owner Trustee under the Trust
Agreement, other than those duties delegated to First Trust as
Administrator under the Other Administration Agreement.
2. ROLE OF ADMINISTRATOR. Unless expressly contemplated by the
Related Documents, the Administrator shall have no authority to represent
the Issuer or the Owner Trustee in any way except as Administrator as
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expressly contemplated hereby and shall not otherwise be deemed an agent of
the Issuer or the Owner Trustee.
3. NO JOINT VENTURE. Nothing contained in this Agreement (a)
shall constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity or shall be
construed to impose any liability as such on any of them thereby or (b)
shall be deemed to confer on any of them any express, implied or apparent
authority to incur any obligation or liability on behalf of the others;
other than as expressly contemplated hereby.
4. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall
prevent the Administrator or its affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as
an administrator for any other person or entity even though such person or
entity may engage in business activities similar to those of the Issuer,
the Owner Trustee or the Trustee.
5. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the dissolution
of the Issuer, upon which event this Agreement shall automatically
terminate, except as to surviving rights of indemnity. Subject to Section
5(d) below, the Administrator may resign its duties hereunder by providing
the Issuer with at least 60 days' prior written notice.
(b) Subject to Section 5(d) below, the Issuer or the Owner
Trustee, may remove the Administrator without cause by providing the
Administrator with at least 60 days' prior written notice.
(c) Subject to Section 5(d) below, either or both of the Owner
Trustee or the Issuer may, in its or their sole discretion, remove the
Administrator immediately upon written notice of termination from the
Issuer, or the Owner Trustee, to the Administrator if any of the following
events shall occur:
(i) the Administrator shall materially default in the
performance of any of its duties under this Agreement and, after
notice of such default, shall not cure such default within thirty days
(or, if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall enter
a decree or order for relief, and such decree or order shall not have
been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
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similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section shall occur, it shall give written
notice thereof to the Issuer, the Owner Trustee, the Depositor and the
Indenture Trustee within seven days after the happening of such event.
(d) No resignation or removal of the Administrator pursuant to
this Section shall be effective until (i) a successor Administrator shall
have been appointed by the Depositor and (ii) such successor Administrator
shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator is bound hereunder. If the
Administrator believes in good faith it cannot perform its duties and
resigns, it shall be entitled to petition a court of competent jurisdiction
to appoint a successor and it shall not be required to take any action
hereunder until a final non-appealable determination by such court is made.
(e) The appointment of any successor Administrator shall be
effective only after satisfaction of the Rating Agency Condition (as
defined in the Trust Agreement) with respect to the proposed appointment.
6. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly
upon the effective date of termination of this Agreement pursuant to
Section 5(a) or the resignation or removal of the Administrator pursuant to
Section 5(b), respectively, the successor Administrator shall automatically
become the Administrator under this Agreement.
7. NOTICES. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) If to the Issuer to:
TIERS<service-mark> Asset-Backed Securities
Series CHAMT Trust 1997-9
c/o Delaware Trust Capital Management, Inc.
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c/o Core States Bank Delaware
5-4-82-12
4th Floor
3 Beaver Valley Road
Wilmington, Delaware 19803
Attention: Corporate Trust Department
Louis Geibel
Richard Smith
Telephone: 302-421-7339
Facsimile: 302-421-7387
(b) If to the Administrator, to
Structured Products Corp.
(c) If to the Indenture Trustee, to:
First Trust of New York, National Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Marlene Fahey
Facsimile: 212-809-5459
(d) If to the Owner Trustee, to
Delaware Trust Capital Management, Inc., not in its
individual capacity but solely as Owner Trustee
c/o Core States Bank Delaware
5-4-82-12
4th Floor
3 Beaver Valley Road
Wilmington, Delaware 19803
Attention: Corporate Trust Department
Louis Geibel
Richard Smith
Telephone: 302-421-7339
Facsimile: 302-421-7387
or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall
be deemed given if such notice is mailed by certified mail, postage
prepaid, or hand delivered to the address of such party as provided above.
8. AMENDMENTS. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Issuer, the
Administrator, and the Owner Trustee, without the consent of the
Noteholders and the Certificateholders, for the purpose of adding to or
amending, modifying or supplementing any provisions to; PROVIDED that such
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amendment will not, in the Opinion of Counsel satisfactory to each such
party, materially and adversely affect the interest of any Noteholder or
Certificateholder. This Agreement may also be amended by the Issuer, the
Administrator, the Owner Trustee, the Indenture Trustee and the Depositor
with the written consent of the holders of Notes evidencing at least a
majority in the outstanding principal amount of the Notes and the holders
of Certificates evidencing at least a majority of the outstanding principal
amount thereof for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of Noteholders or the
Certificateholders; PROVIDED, HOWEVER, that no such amendment may (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, distributions that are required to be made for the benefit of
the Noteholders or Certificateholders (b) reduce the aforesaid percentage
of the holders of Notes and Certificates which are required to consent to
any such amendment, without the consent of the holders of all the
outstanding Notes and Certificates or (c) amend or modify the terms of this
Section 14. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Depositor, which permission
shall not be unreasonably withheld.
9. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Issuer, the Indenture Trustee, the Owner Trustee, and the
Depositor and subject to the satisfaction of the Rating Agency Condition in
respect thereto, provided however the Administrator may delegate certain of
its duties hereunder to agents selected with reasonable care. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator.
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.
10. GOVERNING LAW. THIS AGREEMENT 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.
11. HEADINGS. The section headings hereof have been inserted
for convenience or reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
12. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but
one and the same agreement.
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13. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
14. LIABILITY OF ADMINISTRATOR. As provided in the Trust
Agreement, the Administrator shall be entitled to the same rights,
privileges and immunities available to as applicable, the Issuer or the
Owner Trustee, on whose behalf it is acting hereunder or under the Trust
Agreement or Indenture, notwithstanding anything to the contrary herein or
elsewhere.
15. LIMITATION OF LIABILITY.
(a) Notwithstanding anything contained herein to the contrary,
this instrument has been countersigned by Delaware Trust Capital
Management, Inc. not in its individual capacity but solely in its capacity
as Owner Trustee of the Issuer and in no event shall Delaware Trust Capital
Management, Inc. in its individual capacity or any beneficial owner of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes
of this Agreement, in the performance of any duties or obligations of the
Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VIII of the Trust
Agreement.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been countersigned by First Trust of New York, National
Association not in its individual capacity but solely as Indenture Trustee
and Administrator and in no event shall First Trust of New York, National
Association have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in
any of the certificates, notices or agreements delivered pursuant hereto,
as to all of which recourse shall be had solely to the asset of the Issuer.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
not in its individual capacity but solely as
Trustee,
By: _______________________________________
Title: ____________________________________
TIERS<service-mark> ASSET-BACKED SECURITIES,
SERIES CHAMT 1997-7 TRUST,
a Delaware Business Trust
By: Delaware Trust Capital Management, Inc., not
in its individual capacity but solely as
Trustee,
By: _______________________________________
Title: ____________________________________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
as Indenture Trustee
By: _______________________________________
Title: ____________________________________
Accepted and Agreed as of the date first above
written:
STRUCTURED PRODUCTS CORP., as Administrator
By: _______________________________________
Title: ____________________________________
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