Exhibit 4.1.2
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FORM OF
SERIES SUPPLEMENT
[ ] CERTIFICATES
SERIES 20[ ]-[ ] TRUST
between
BOND PRODUCTS DEPOSITOR LLC
as Depositor
and
[NAME OF TRUSTEE]
as Trustee
[ ] TRUST CERTIFICATES
Dated as of [________], 2003
[ ] TRUST CERTIFICATES
Series 20[ ]-[ ] TRUST
SERIES SUPPLEMENT, Series 20[ ]-[ ], dated as of [________],
200[ ] (the "Series Supplement"), by and between BOND PRODUCTS DEPOSITOR LLC,
as Depositor (the "Depositor"), and [NAME OF TRUSTEE] as Trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Depositor desires to create this Trust (the
"Trust") by executing and delivering this Series Supplement, incorporating the
terms of the Standard Terms for Trust Agreements, dated as of [_______], 200[
] (the "Standard Terms" and together with this Series Supplement, the "Trust
Agreement"), by and between the Depositor and the Trustee, as modified by this
Series Supplement;
WHEREAS, the Depositor desires to deposit the Deposited
Assets (as defined herein) into the Trust;
WHEREAS, in connection with the creation of the Trust and
the deposit of the Deposited Assets therein, the parties hereto desire to
provide for the issuance of the Certificates (as defined herein) evidencing
undivided beneficial interests in the Trust; and
WHEREAS, the Trustee has joined in the execution of the
Standard Terms and this Series Supplement to evidence the acceptance by the
Trustee of the Trust.
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants expressed herein, it is hereby agreed by and between
the Depositor and the Trustee as follows:
Section 1. Incorporation of Standard Terms. Except as
otherwise provided herein, the provisions of the Standard Terms are
incorporated herein by reference and this Series Supplement and the Standard
Terms shall together form a single agreement between the parties. In the event
of any inconsistency between the provisions of this Series Supplement and the
provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the Series 200[ ]-[ ] Certificates and the
transactions described herein.
Section 2. Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms shall have the
respective meanings set forth below for all purposes under this Series
Supplement. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Standard Terms.
["Accreted Principal Amount" for the Class A-[ ]
Certificates means for each six-month period from and including each date
specified in Schedule II hereof to but excluding the next such date, the
amount specified in Schedule II as the "Ending Balance" for such beginning
date.]
"Accrued Certificate Interest" shall mean the interest to be
distributed to the Class A-[ ] Certificates and the Class A-[ ] Certificates
on each Distribution Date which shall consist of (i) previously accrued
Required Interest Amount that remained unpaid on the previous Distribution
Date (on a cumulative basis) with respect to each class of Certificates and
(ii) Required Interest Amount accrued during the related Interest Accrual
Period with respect to each class of Certificates.
"Available Funds" shall have the meaning specified in the
Standard Terms [, except that investment income earned on funds invested
pursuant to Section 3.05 of the Standard Terms and proceeds of redemption of
the Underlying Securities shall be included in Available Funds].
"Bidding Procedures" shall mean those procedures for the
sale of Underlying Securities set forth in Section 8(f) of this Agreement.
"Business Day" shall have the meaning set forth in the
Standard Terms.
["Calculation Agent" shall mean [ ].]
["Call Date" shall mean any date occurring on or after
[_____________], on which the proceeds of any Call Option are distributed to
holders of the Certificates pursuant to Section 4.08 of the Standard Terms.]
["Call Option" shall mean the right of the Rights Holder to
purchase the Certificates, in whole or in part, at the Call Price on any Call
Date in accordance with the provisions of Section 7 hereof and the Standard
Terms.]
["Call Premium Percentage" shall equal [ ]%.]
["Call Price" shall mean for each related Call Date, (i) in
the case of the Class A-[ ] Certificates, the principal amount of the Class
A-[ ] Certificates to be purchased by the Rights Holder on such date, plus any
accrued and unpaid interest on such amount to but excluding the Call Date,
plus the Class A-[ ] Certificateholder's pro rata portion of the Required
Premium Amount [and (ii) in the case of the Class A-[ ] Certificates, the
Accreted Principal Amount of the Class A-[ ] Certificates to be purchased by
the Rights Holder on such date, plus the Class A-[ ] Certificateholder's pro
rata portion of the Required Premium Amount.]
["Call Rights Agreement" shall mean that certain agreement,
dated as of [ ], 20[ ], between the Depositor and the Rights Holder.]
"CD Rate" shall mean [ ].
"Certificate Account" shall mean that certain account
entitled "Series 20[ ]-[ ] Bond Products Depositor Certificate Account", as
maintained by the Trustee on behalf of the Certificateholders.
"Certificate Principal Balance" shall have the meaning set
forth in the Standard Terms.
"Certificates" shall have the meaning specified in Section 3
hereof.
["Class A-[ ] Certificates" shall mean the US $[ ] [ ]%
Class A-[ ] Fixed Rate Pass Through Certificates, due [ ] 20[ ], in the form
attached hereto as Exhibit B-1 and having the characteristics described
herein.]
["Class A-[ ] Certificate Rate" shall mean a fixed rate
equal to [ ]% per annum (calculated on the basis of a 360 day year consisting
of twelve 30 day months).]
["Class A-[ ] Certificates" shall mean the US$[ ] Class A-[
] Accreting Value Certificates, due [ ], 20[ ], in the form attached hereto as
Exhibit B-2 and having the characteristics described herein.]
["Class A-[ ] Certificates" shall mean the US$[ ] Class A-[
] Variable Rate Pass Through Certificates, due [ ], 20[ ], in the form
attached hereto as Exhibit B-3 and having the characteristics described
herein.]
["Class A-[ ] Certificate Rate" shall mean a floating rate
equal to [LIBOR][the Commercial Paper Rate] [the Treasury Rate] [the Federal
Funds Rate] [the CD Rate] as established on each Interest Determination Date,
[plus [ ]% per annum] calculated on the basis of the actual number of days
elapsed in the relevant Interest Accrual Period divided by [360 days].] For
the initial Interest Accrual Period, the Class A-[ ] Certificate Rate shall be
[ ]%.
"Closing Date" shall mean [________], 2003.
"Collection Period" shall mean, (i) with respect to each [ ]
Distribution Date, the period beginning on the day after the preceding [ ]
Distribution Date and ending on such [ ] Distribution Date, inclusive and,
(ii) with respect to each [ ] Distribution Date, the period beginning on the
day after the preceding [ ] Distribution Date and ending on such [ ]
Distribution Date, inclusive; provided, however, that clauses (i) and (ii)
shall be subject to Section 11(e) hereof.
["Commercial Paper Rate" shall mean [ ].]
"Corporate Trust Office" shall mean the office of
[__________________] at [__________________].
["Credit Support" shall mean [ ].]
["Credit Support Instrument" shall mean [ ].]
["Credit Support Provider" shall mean [ ].]
"Currency" shall mean [United States Dollars] [or] [specify
foreign currency].
"Cut-Off Date" with respect to the Underlying Securities
shall mean [ ], 200[ ].
"Deferral Period" shall have the meaning set forth in
Section 5(d) hereof.
"Deposited Assets" shall mean the Underlying Securities
[and] [the Other Deposited Assets] [and] [the Credit Support.]
"Depository" shall mean The Depository Trust Company.
"Distribution Date" shall mean [ ] and [ ] of each year (or
if either such date is not a Business Day, the next succeeding Business Day),
commencing on [ ], 20[ ] and ending on the earlier of (i) the Final Scheduled
Distribution Date (absent the exercise by any Underlying Securities Issuer of
its right to defer interest payments) and (ii) any date prior to the stated
maturity date of the Underlying Securities on which the Underlying Securities
are redeemed, prepaid in full or liquidated for any reason.
"Eligible Account" shall have the meaning specified in the
Standard Terms.
"Eligible Investments" shall have the meaning specified in
the Standard Terms.
"Event of Default" shall mean with respect to an Underlying
Security (i) a default in the payment of any interest on any Underlying
Security after the same becomes due and payable (subject to any applicable
grace period), (ii) a default in the payment of the principal of or any
installment of principal of any Underlying Security when the same becomes due
and payable and (iii) any other event specified as an "Event of Default", a
"Termination Event" or other similar event in the related Underlying
Securities Agreement.
"Exchange Request" shall have the meaning set forth in
Section 2.
"Extraordinary Trust Expenses" shall have the meaning
specified in the Standard Terms.
["Federal Funds Rate" shall mean [ ].]
"Final Scheduled Distribution Date" shall mean [ ],
or if such day is not a Business Day, the next Business Day .
["Fitch" shall mean Fitch, Inc., doing business as
"Fitch Ratings," and any successor thereto].
"Interest Accrual Period" shall mean for any Distribution
Date, the period from and including the preceding Distribution Date (or in the
case of the first Interest Accrual Period, from and including the Closing
Date) to but excluding the current Distribution Date.
"Interest Determination Date" shall be the date which occurs
[ ] Business Days prior to each Distribution Date on which the Calculation
Agent shall determine [LIBOR] [the Commercial Paper Rate] [the Treasury Rate]
[the Federal Funds Rate] [the CD Rate].
"Interest Proceeds" shall mean the portion of Available
Funds which includes (i) all periodic payments of interest (including any
accrued interest) received with respect to any Deposited Asset, (ii) all
payments of interest received upon a sale or other disposition of any
defaulted Underlying Security, (iii) all payments of interest received as part
of any recovery on any defaulted Underlying Security, (iv) the interest
portion of any amount received in connection with a redemption or early
termination of an Underlying Security or Other Deposited Asset, and (v) all
amendment and waiver fees, late payment fees, commitment fees and other
commissions received with respect to any Deposited Asset and, (vi) any other
amount the Depositor determines to characterize as "Interest Proceeds".
"Investment Company Act" shall mean the Investment Company
Act of 1940, as amended, and the rules, regulations and interpretations
thereunder.
["LIBOR" shall mean [ ].]
"Liquidation Price" shall mean the price at which the
Trustee sells the Underlying Securities.
"Liquidation Proceeds" shall have the meaning specified in
the Standard Terms.
"Market Agent" shall mean [ ].
"Market Agent Agreement" shall mean that agreement between
the Market Agent and the Depositor dated as of [ ].
"Maturity Date" shall have the meaning specified in Schedule
I hereto.
["Moody's" shall mean Moody's Investors Service, Inc., and
any successor thereto.]
["Notional Amount -" with respect to the Class A-[ ]
Certificates shall be $[ ] [and with respect to the Class A-[ ]
Certificates shall be $[ ].]
["Optional Exchange" shall mean the exchange of the
Certificates held by any Certificateholder for all or a portion of the
Underlying Securities in accordance with Section 7 hereof.]
["Optional Exchange Date" shall mean any Distribution Date
on which all or a portion of Underlying Securities are distributed to the
exchanging Certificateholder(s)]
"Ordinary Expenses" shall have the meaning set forth in the
Standard Terms.
["Other Deposited Assets" shall mean [ ].]
["Other Deposited Assets Agreement" shall mean [ ].]
["Other Deposited Assets Provider" shall mean [ ].]
"Premium Proceeds" shall mean the portion of Available Funds
which includes (i) all payments of premium received from the Call Holder under
the Call Rights Agreement, (ii) all premiums (including any make whole
amounts) received in connection with any redemption or other prepayment of any
Underlying Security, and (iii) any other amount the Depositor determines to
characterize as "Premium Proceeds".
"Prepaid Ordinary Expenses" shall be $[ ]
for this Series.
"Principal Proceeds" shall mean the portion of Available
Funds which includes (i) all payments of principal (including principal
prepayments) received with respect to any Deposited Asset, (ii) all sinking
fund payments, (iii) payments of principal received upon the maturity of any
Underlying Security, (iv) the principal portion of any amount received in
connection with a redemption of an Underlying Security or early termination of
any Other Deposited Asset, (v) all payments received upon the sale or other
disposition of any defaulted Underlying Security allocable to principal, (vi)
the principal portion of any recovery received on any defaulted Underlying
Security and (vii) any other amount the Depositor determines to characterize
as "Principal Proceeds".
"Prospectus Supplement" shall mean the Prospectus
Supplement, dated [_______], 20[ ], relating to the Certificates.
"Rating Agency" shall mean [each of] [Moody's, S&P and Fitch.]
"Rating Agency Condition" shall have the meaning specified
in the Standard Terms.
"Record Date" shall mean, with respect to each Distribution
Date, the day immediately preceding the related Distribution Date.
"Required Interest Amount" means [(I) ][for the Class [ ]
Certificates, on any Distribution Date, amount equal to the product of (x) a
fraction equal to the actual number of days elapsed in the related Interest
Accrual Period divided by 360, (y) (i) the applicable Class [ ] Certificate
Principal Balance as of the preceding Distribution Date (after giving effect
to all payments of principal made on such preceding Distribution Date) (or in
the case of the initial Distribution Date, the Class [ ] Certificate Principal
Balance as of the Closing Date) and (ii) the Class [ ] Pass-Through Rate for
the related Interest Accrual Period] [and [(II)] for the Class [ ]
Certificates, an amount equal to [one- half] the product of (a) the Class A-[
] Certificate Rate and (b) the applicable Certificate Principal Balance for
the Class A-[ ] Certificates as of the preceding Distribution Date (after
giving effect to all payments of principal made on such preceding Distribution
Date) (or in the case of the initial Distribution Date, the Class [ ]
Certificate Principal Balance as of the Closing Date).
["Required Percentage-Amendment" shall mean [specify if
different from Standard Terms].]
["Required Percentage-Direction of Trustee" shall mean
[specify if different from Standard Terms].]
["Required Percentage-Remedies" shall mean [specify if
different from Standard Terms].]
["Required Percentage-Removal" shall mean [specify if
different from Standard Terms].]
["Required Premium Amount" shall have the meaning specified
in the Standard Terms.]
["Requisite Reserve Amount" for each Distribution Date shall
mean an amount equal to [ ].]
["Reserve Account" shall mean that certain account entitled
"Series 20[ ]- [ ] Bond Products Depositor Reserve Account," as maintained by
the Trustee on behalf of the Certificateholders.]
["Retained Interest" shall mean the interest of the
Depositor as set forth in Schedule II hereto.]
["Rights Holder" shall mean the holder of the Call Option.]
["S&P" shall mean Standard & Poor's Ratings Services, a
division of The McGraw Hill Companies, Inc., and any successor thereto.]
"Series" shall mean the [ ] Trust,
Series 20[ ]-[ ].
"Special Distribution Date" shall have the meaning set forth
in Section 5(j) hereof.
"Termination Event" shall have the meaning set forth in
Section 9.
["Treasury Rate" shall mean [ ]
"Trust Estate" shall mean the Deposited Assets, [the Call
Option], all amounts on deposit in the Certificate Account [and the Reserve
Account], and the Trust's rights under each agreement to which it (or the
Depositor on its behalf) is a party [(including, without limitation, all
Underlying Securities Agreements, Other Deposited Assets Agreements and the
Credit Support Instruments)].
"Trustee Fee" shall mean the amount paid to the Trustee [by
the Depositor on the Closing Date] [monthly] [by the Trust] [and with respect
to each Distribution Date, any other amounts to be paid to the Trustee on each
such Distribution Date (in each case, other than amounts paid as Extraordinary
Trust Expenses)].
"Underlying Securities" shall mean the Underlying Securities
set forth on Schedule I hereto.
"Underlying Securities Agreements" shall mean any trust
agreement, indenture, pooling and servicing agreement or other agreement or
series of agreements pursuant to which any Underlying Security is issued.
"Underlying Securities Issuers" shall mean the issuers of
the Underlying Securities listed on Schedule I hereto.
"Underwriter[s]" shall mean [ ].
"Underwriting Agreement" shall mean that certain agreement,
dated as of [ ], between the Depositor and [ ] as the [Lead] Underwriter.
"Voting Rights" shall, in the entirety, be allocated among
all Class A-[ ] Certificateholders [and Class A-[ ] Certificateholders] in the
proportion that the then unpaid Certificate Principal Balance of the Class A-[
] Certificates bears to [the Accreted Principal Amount of the Class A-[ ]
Certificates] [the Certificate Principal Balance of the Class A-[ ]
Certificates].
Section 3. Designation of Trust and Certificates. The Trust
created hereby shall be known as the "[ ], Series 20[ ]-[ ] Trust." The
Certificates evidencing certain undivided ownership interests therein shall be
known as "[ ] Trust Certificates, Series 20[ ]-[ ]." The Certificates shall
consist of [the Class A-[ ] Certificates and the Class A-[ ] Certificates]
[add other classes of Certificates, if any] (together, the "Certificates").
[The Trust is also issuing a Call Option to the Rights Holder with respect to
the Certificates.]
(a) The Certificates shall be held through the Depository in
book-entry form and shall be substantially in the forms attached hereto as
Exhibit[s] [B-1], [B-2] [and B-3]. The Class A-[ ] Certificates [and Class A-[ ]
Certificates] shall be issued in denominations of $[1,000]. [The Class A-[ ]
Certificates shall be issued in minimum denominations of [[$ ] and in integral
multiples of $1,000] in excess thereof.] Except as provided in the Standard
Terms, the Trust shall not issue additional Certificates[, additional Call
Options] or incur any indebtedness.
(b) The Class A-[ ] Certificates [and the Class A-[ ]
Certificates shall have an initial aggregate Certificate Principal Balance of
$[_________]. The Class A-[ ] Certificates have an initial aggregate
Certificate Principal Balance of $[________] and are expected to accrete to $[
] by the Final Scheduled Distribution Date.]
(c) The holders of the Class A-[ ] Certificates [and the
Class A-[ ] Certificates] will be entitled to receive on each Distribution
Date, in accordance with Section 5 hereof, the Interest Proceeds, Principal
Proceeds and Premium Proceeds received on the Deposited Assets, to the extent
necessary to pay the Accrued Certificate Interest, principal and premiums on
the Class A-[ ] Certificates [and the Class A-[ ] Certificates]. [The Class
A-[ ] Certificates shall not bear interest.]
(d) [The Retained Interest will be uncertificated and shall
be as described in Schedule II attached hereto. The Retained Interest will be
issued to the Depositor and may be transferred by the Depositor to another
party at the sole option of the Depositor without the consent of the
Certificateholders or any other party. The beneficial ownership interest in
the Retained Interest will be recorded on the records of the Trustee. On each
Distribution Date, payments will be made on the Retained Interest by wire
transfer to the account(s) of holder(s) thereof on the related Record Date as
specified in written instructions to the Trustee. Notwithstanding any other
provision of this Series Supplement, the Trustee shall not agree to any
amendment or modification of this Series Supplement (including the Standard
Terms) which would adversely affect in any material respect the holder of the
Retained Interest without the consent of the holder of the Retained Interest.]
Section 4. Satisfaction of Conditions to Execution and
Delivery of Trust Certificates.
On the Closing Date, the Certificates shall be executed by
the Trustee and delivered to the Authenticating Agent for authentication on
behalf of the Trust and thereupon be delivered to the Trustee upon the
Depositor's written request and upon receipt by the Trustee of the following:
(a) the Trustee shall have received, on or prior to the
Closing Date, (i) the Underlying Securities set forth on the Underlying
Securities Schedule, and (ii) all documents related to the Deposited Assets
which are required to be delivered to the Trustee pursuant to Section 2.01(b)
of the Standard Terms;
(b) an Officer's Certificate of the Depositor (i) evidencing
the authorization by its sole member of the execution and delivery of each of
the Standard Terms, this Series Supplement, [the Other Deposited Assets
Agreements], [the Credit Support Instruments] [and] [the Call Rights
Agreement], [list any agreements with Administrative Agents], the
[Underwriting Agreement], a securities account control agreement, and related
transaction documents, and the execution, authentication and delivery of the
Class A-[ ] Certificates and the Class A-[ ] Certificates, in each case
specifying the Final Scheduled Distribution Date, the initial Certificate
Principal Balance and the applicable Certificate Interest Rate of each Class
of Certificates to be authenticated and delivered and (ii) certifying that (1)
attached is a copy of the resolutions of the Depositor authorizing the
transactions contemplated in the agreements described in clause (i) above, (2)
such document is a true and complete copy of such resolutions, (3) such
resolutions have not been rescinded and are in full force and effect on and as
of the Closing Date, and (4) the Executive Officers of the Depositor which are
authorized to execute and deliver such documents hold the offices and have the
signatures indicated thereon;
(c) either (i) an Officer's Certificate of the Depositor or
other official document evidencing the due authorization, approval or consent
of any governmental body or bodies, at the time having jurisdiction over the
Depositor, together with an Opinion of Counsel of the Depositor that the
authorization, approval or consent of no governmental body is required for the
valid issuance of the Certificates, or (ii) an Opinion of Counsel of the
Depositor to the effect that no consent or approval of, or other action by,
any administrative or governmental body which has not been obtained or taken,
is required for the valid issuance of the Class A-[ ] Certificates or the
Class A-[ ] Certificates;
(d) opinions of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel to the Depositor, dated as of the Closing Date, relating to (i)
certain corporate matters, (ii) the security interest in the Trust Estate
granted to the Trust under the Trust Agreement and providing that such
security interest shall be a perfected security interest, and (iii) certain
tax matters;
(e) opinion of [ ], counsel to the Trustee, dated as of the
Closing Date, as to certain corporate matters, dated as of the Closing Date;
(f) [opinion of [ ], counsel to [Other Deposited Assets
Provider], dated as of the Closing Date, as to certain corporate matters which
is satisfactory in form and substance to the Depositor and to the Trustee;]
(g) [opinion of [ ], counsel to [Credit Support Provider],
dated as of the Closing Date, as to certain corporate matters which is
satisfactory in form and substance to the Depositor and to the Trustee;]
(h) [an Officer's Certificate of the Depositor stating that
the issuance of the Class A-[ ] Certificates and the Class A-[ ] Certificates
will not result in a breach of any of the terms, conditions or provisions of,
or constitute a default under, any trust agreement, indenture, mortgage, deed
of transfer or other agreement or instrument to which the Depositor is a party
or by which the Depositor is bound or to which the Depositor is subject, or,
the Depositor's Organizational Documents or any order of any court or
administrative agency entered in any proceeding to which the Depositor is a
party or by which the Depositor is bound or to which the Depositor is subject;
that all conditions precedent provided in this Section 4 and all other
conditions precedent described in the Standard Terms relating to the
authentication and delivery of the Certificates have been complied with;]
(i) an executed counterpart of this Series Supplement, the
Standard Terms, the [Other Deposited Assets Agreements][,] [Credit Support
Instruments] [the Call Rights Agreement], [Market Agent Agreement], and any
Administrative Agreements executed as of the Closing Date;
(j) the Depositor shall have delivered to the Trustee an
Officer's Certificate of the Depositor to the effect that attached thereto is
(i) a true and correct copy of a letter signed by [name of Rating Agency] and
confirming that the Class A-[ ] Certificates and the Class A-[ ] Certificates
have been rated at least [" "] by [name of Rating Agency] and that such
ratings are in full force and effect on the Closing Date [and (ii) a true and
correct copy of a letter signed by [name of Rating Agency] and confirming that
the Class A-[ ] Certificates and the Class A-[ ] Certificates have been rated
at least [" "] by [name of Rating Agency], and that such ratings are in full
force and effect on the Closing Date;
(k) a request from the Depositor directing the
Authenticating Agent to authenticate the Class A-[ ] Certificates and the
Class A-[ ] Certificates in the amounts set forth therein, registered in the
names set forth therein or as otherwise provided to the Trustee by the
Depositor or at its direction, and to make delivery thereof to the Depositor
or as it may otherwise direct therein;
(l) [an Accountant's Certificate in form and substance
acceptable to the Depositor and which confirms certain information with
respect to the Prospectus Supplement specifying the procedures undertaken by
them to review data and computations relating to the information contained in
the Prospectus Supplement;]
(m) the Trustee shall have certified as to the establishment
of the Certificate Account [and the Reserve Account];
(n) [written instructions by the Depositor to the Trustee
directing the Trustee to enter into and perform any obligations under [the
Other Deposited Assets Agreement] [the Credit Support Instrument] [the Call
Rights Agreement] [and], [the Market Agent Agreement, as applicable;]
If all the Certificates are not to be originally issued at
the same time, then the documents required to be delivered pursuant to this
Section 4 must be delivered only once, prior to the authentication and
delivery of the first Certificate of such Series; provided, however, that any
subsequent Depositor Order to the Trustee to authenticate Certificates of such
Series upon original issuance shall constitute a representation and warranty
by the Depositor that, as of the date of such request, the statements made in
this Section 4 shall be true and correct as if made on such date; and
(o) such other documents as the Trustee may reasonably
require.
Section 5. Distributions. (a) On each applicable
Distribution Date, the Trustee shall distribute the Available Funds in the
Certificate Account, in the following order of priority:
(a) the Trustee will apply Interest Proceeds as follows:
(i) to the Trustee, as reimbursement for all
Extraordinary Trust Expenses incurred by
the Trustee in accordance with the Trust
Agreement [up to [$ ]];
(ii) [to the [providers of the Other Deposited
Assets] [providers of Credit Support], any
amounts required to be paid or reimbursed
to, or deposited with, any such person in
accordance with the terms of the [Other
Deposited Assets Agreement] [Credit
Support Agreement]];
(iii) to the Class A-[ ] Certificateholders, the
Accrued Certificate Interest for the Class
A-[ ] Certificates;
(iv) to the Class A-[ ] Certificateholders, the
Accrued Certificate Interest for the Class
A-[ ] Certificates;
(v) [to the Reserve Account, an amount equal
to [the Required Reserve Amount]];
(vi) all remaining amounts, if any, to the
Depositor;
(b) the Trustee will apply Principal Proceeds as follows:
(i) [to the Trustee as reimbursement for all
Extraordinary Trust Expenses not
reimbursed in clause (a)(i) above;]
(ii) to the Class A-[ ] Certificateholders, up
to the Class A-[ ] Certificate Principal
Balance; and
(iii) to the Class A-[ ] Certificateholders, up
to the Class A-[ ] Certificate Principal
Balance;
(c) the Trustee will apply Premium Proceeds (if any) as
follows:
(i) to the Class A-[ ] Certificateholders, [in
the proportion that the Certificate
Principal Balance of the Class A-[ ]
Certificates bears to the Certificate
Principal Balance of the Class A-[ ]
Certificates]; and
(ii) to the Class A-[ ] Certificateholders, [in
the proportion that the Certificate
Principal Balance of the Class [ ]
Certificates bears to the Certificate
Principal Balance of the Class [ ]
Certificates].
(iii) the remainder, if any, to the Depositor.
(d) [Distributions of interest on the Certificates shall be
deferred in the event of the deferral of payments on the Underlying
Securities. Distributions on the Underlying Securities may be deferred
pursuant to the Underlying Securities Agreements for up to [ten (10)]
consecutive [semi-annual] interest periods (each a "Deferral Period") provided
that no Deferral Period may extend beyond the Final Scheduled Maturity Date.
During any Deferral Period, interest on the Underlying Securities will
continue to accrue at the applicable rate per annum [compounded
[semi-annually]. However, since interest that accrues on deferred and
compounded interest on the Underlying Securities may not be sufficient to pay
interest at the otherwise applicable Class A-[ ] Certificate Rate [and the
Class A-[ ] Certificate Rate], applicable to deferred and compounded interest
on the Certificates, deferred and compounded interest on the Certificates will
be deemed to be owed only to the extent that such interest is actually
received by the Trustee on the Underlying Securities.]
(e) [Notwithstanding any other provision hereof, Liquidation
Proceeds received in respect of the Deposited Assets prior to the Final
Scheduled Distribution Date following (i) the liquidation of a defaulted
Underlying Security and any related collateral, (ii) the repurchase,
substitution or sale of an Underlying Security, or (iii) the termination of,
or the occurrence of a default under, any Other Deposited Asset or any Credit
Support Instrument., shall be distributed [in accordance with the priority of
payments specified in Section 5(a) hereof] [as follows: [ ].]
(f) To the extent Available Funds are insufficient to make
any required payments of interest due to any Class of Certificates on any
Distribution Date, any shortfall will be carried over and will be distributed
on the next Distribution Date on which sufficient Available Funds are on
deposit in the Certificate Account to pay such shortfall.
(g) [Realized Losses on the Trusts Assets shall be allocated
among the Certificates as follows: [ ].]
(h) [Advances shall be made by the Trustee in accordance
with Section 4.04 of the Standard Terms as follows: [ ].]
(i) If a payment with respect to any Underlying Security is
made to the Trustee after the scheduled payment date for such Underlying
Security, then the Trustee will distribute any such amounts received on the
next succeeding Business Day (a "Special Distribution Date") as if the funds
had constituted Available Funds on the most recent Distribution Date
immediately preceding such Special Distribution Date.
Section 6. Trustee's Fees. (a) As compensation for its
services hereunder, the Trustee shall be entitled to the Trustee Fee. [The
Trustee Fee shall be paid by the Depositor and not from the Deposited Assets.
On each Distribution Date the Trustee shall be paid by the Depositor
[one-twelfth], [one-quarter], [one half] of the annual Trustee's Fee. [The
Trustee Fee shall be payable by the Trust in equal [monthly] [quarterly]
[semi-annual] installments from the Deposited Assets on each Distribution
Date.] [The Trustee shall bear all Ordinary Expenses]. [Failure by the Trust
to pay such amount shall not entitle the Trustee to any payment or
reimbursement from the Depositor], [nor shall such failure release the Trustee
from its duties under the Trust Agreement.]
(b) Extraordinary Trust Expenses shall not be paid out of
the Trust Property unless [100%] of the Certificateholders of each of the
Class A-[ ] Certificates and the Class A-[ ] Certificates then Outstanding
vote to require the Trustee to incur such Extraordinary Trust Expenses. The
Trustee may incur other Extraordinary Trust Expenses if any lesser percentage
of the Certificateholders requesting such action pursuant hereto reimburse the
Trustee for the cost thereof from their own funds in advance. If Extraordinary
Trust Expenses are not approved unanimously as set forth in the first sentence
of this Section 6(b), such Extraordinary Trust Expenses shall not be an
obligation of the Trust, and the Trustee shall not file any claim against the
Trust therefor notwithstanding any failure of Certificateholders to reimburse
the Trustee.
Section 7. [Optional Exchange]; [Call Option]; [Early
Termination]
(a) [Optional Exchange.] On each Distribution Date (or, if
the Depositor or an Affiliate of the Depositor holds all of the Certificates,
on any other date) any holder of Class A-[ ] Certificates of a certain
principal amount and Class A-[ ] Certificates representing a like percentage
of the principal amount thereof, may tender such Certificates to the Trustee
on such date and receive a distribution of Underlying Securities representing
a like percentage of the Underlying Securities to the percentages of the Class
A-[ ] Certificates being tendered by such Certificateholder to the Trustee;
provided, however, that any such exchange right shall be exercisable only (a)
to the extent that the Depositor provides, upon the Trustee's request, an
opinion of counsel that such exchange would not (x) affect the
characterization of the Trust as a "grantor trust" for federal income tax
purposes, or (y) cause the Trust to be required to be registered as an
investment company under the Investment Company Act, and (b) to the extent
permitted under Section 7(a)(iii) hereof.
(i) The Certificateholder must provide notice
to the Trustee (an "Exchange Request") no
less than fifteen (15) days (or such
shorter period acceptable to the Trustee)
but not more than thirty (30) days prior
to an Optional Exchange Date that it
requests an Optional Exchange of its
Certificates on such Optional Exchange
Date.
(ii) The Trustee shall not be obligated to
determine whether an Optional Exchange
complies with the applicable provisions
for exemption under Rule 3a-7 of the
Investment Company Act.
(iii) Any such Optional Exchange by a
Certificateholder will be subject to the
following restrictions: (a) certification
by the Certificateholder to the Trustee
that any Certificates to be exchanged have
been held for a minimum of six months and
(b) each Optional Exchange is limited in
amount to a maximum of [5%] (except for
Certificates acquired by the Underwriter
but never distributed to investors, in
which case [25%]) of the then [Certificate
Principal Balance] [Accreted Principal
Amount] of the Class A-[ ] Certificates,
provided, however, that such restrictions
shall not apply to the exchange of
Certificates that were acquired pursuant
to Section 7(b).]
(iv) This Section 7 shall not provide any
Certificate holder with a lien against, an
interest in or a right to specific
performance with respect to the Underlying
Securities.
(b) Call Option. On any Call Date, the Rights Holder or an
affiliate thereof may exercise the Call Option and acquire the Certificates in
whole or in part, at the Call Price, upon payment of the Call Price on or
prior to such Call Date in accordance with the provisions of Section 4.08 of
the Standard Terms.
[add any other relevant information about the Call Option for this Series]]
(c) [Early Termination.] [The Depositor may, at its sole
option, purchase the Underlying Securities and effect an early termination of
the Certificates on any Distribution Date on or after the date on which the
aggregate outstanding principal amount of such Underlying Securities is
reduced to less than [ten percent (10%)] [specify other amount] of the
aggregate principal amount of the Underlying Securities as of the Cut-Off
Date. The purchase price payable by the Depositor in such event shall be not
less than the aggregate outstanding principal amount of such Underlying
Securities on the date of purchase.]
Section 8. Underlying Security Events of Default, Reporting
Failure.
(a) Within thirty (30) days of the occurrence of an Event of
Default in respect of any Underlying Security, the Trustee will give notice to
the Certificateholders [name any other person to receive notice] [and the
holder of the Retained Interest] transmitted by mail, of all such uncured or
unwaived Events of Default known to it. However, except in the case of an
Event of Default relating to the payment of principal, if any, or interest on
any of the Underlying Securities, the Trustee will be protected in withholding
such notice if in good faith it determines that the withholding of such notice
is in the interests of the Certificateholders.
(b) Realization Upon Defaulted Deposited Assets.
Notwithstanding any other provision hereof, in the event of the occurrence of
(i) an Event of Default with respect to any Underlying Security or (ii) an
acceleration of the date of maturity of any Underlying Security in connection
with a default thereon, the Depositor shall, within __ days of the occurrence
of such event [instruct the Trustee to make a distribution "in-kind" of the
related Underlying Security to the Certificateholders on a pro rata basis in
proportion to their outstanding Certificate Principal Balances][instruct the
Trustee to direct the Market Agent to sell such Underlying Security and
distribute the proceeds of such sale to the Certificateholders pro rata in
accordance with their respective Certificate Principal Balances. If the
Depositor instructs the Trustee to make an "in-kind" distribution to the
Certificateholders, the provisions of Section 8(c) below will apply.
(c) "In-kind" Distributions by the Depositor. If the
Depositor instructs the Trustee to make an "in-kind" distribution to the
Certificateholders, individual Certificateholders may elect to either (x)
receive such "in-kind" distribution of the related Underlying Security or (y)
have the Depositor (or its Affiliate) sell their allocable share of such
Underlying Security in lieu of receiving such "in-kind" distribution. If a
Certificateholder determines to accept an "in-kind" distribution, the Trustee
shall distribute to such Certificateholder its pro rata share of the related
Underlying Security. If as a result of any minimum denomination requirements
applicable to the Underlying Securities, the Trustee cannot make a full
distribution to such Certificateholders of their pro rata share of such
Underlying Securities, the Depositor will instruct the Trustee to direct the
Market Agent to sell, in accordance with the Bidding Procedures, the portion
of such Underlying Securities which cannot be sold in compliance with the
applicable minimum denomination requirements. The amount of the Underlying
Securities to be sold by the Market Agent will equal the difference between
the amount of such Certificateholders pro rata share of such Underlying
Securities held by the Trust and the maximum amount of such Underlying
Securities that can be distributed to such Certificateholder in compliance
with the applicable minimum denomination requirements applicable to such
Underlying Securities.
(d) Sale by the Depositor. In the event the Underlying
Securities, subject to distribution, are to be sold rather than distributed in
kind, the Depositor will instruct the Trustee to direct the Market Agent to
sell the defaulted Underlying Securities in accordance with the Bidding
Procedures and upon the sale of such Underlying Securities, the Trustee will
distribute the proceeds of such sale to the Certificateholders.
(e) Bidding Procedures. Prior to selling Underlying
Securities pursuant to this Section 8, the Market Agent shall solicit bids
from not less than 3 dealers in such securities (which bidders may include
Banc of America Securities LLC) for the sale of such Underlying Securities
with settlement thereof on or before the third Business Day after such sale.
Each bid shall be solicited from a financial institution with not less than
$100 million in assets under management or $100 million in invested assets.
Neither the Market Agent nor the Trustee shall be responsible for the failure
to obtain a bid, provided the Market Agent has made reasonable efforts to
obtain bids. In the event one or more bids are received by the Market Agent,
the Market Agent shall accept the highest bid received, subject to best
execution. If a bid for the purchase of an Underlying Security has been
accepted by the Market Agent but the sale has failed to settle on the proposed
settlement date, the Market Agent shall solicit new bids. Upon any sale of any
applicable Underlying Security, the proceeds of such sale (less expenses and
commissions) shall be distributed to the Certificateholders pro rata, in
proportion to their respective Certificate Principal Balances no later than
[two] Business Days after receipt of immediately available funds. In the event
the Market Agent receives no bids to purchase such Underlying Security by the
close of business on the fifth Business Day after the distribution of bid
solicitations, [or is unable to settle with any Purchaser within [15] days
from the date the Market Agent was first directed to sell such Underlying
Security,] the Trustee shall distribute such Underlying Security "in kind" to
the Certificateholders on a pro rata basis in proportion to their respective
Certificate Principal Balances; provided, however, that if the bidding process
is undertaken to comply with any minimum denomination requirement, the Market
Agent shall repeat the foregoing bid solicitation process until such
Underlying Securities have been sold.
(f) Underlying Securities Reporting Failure. In the event an
issuer of an Underlying Security (the outstanding principal balance of which
exceeds ten percent (10%) of the aggregate principal balance of the Underlying
Securities) ceases to file periodic reports (to the extent such periodic
reports are required to be filed by such Underlying Securities Issuer under
the Exchange Act), the Depositor shall, within a reasonable period of time
after such failure to file such periodic report, instruct the Trustee to make
a distribution "in-kind" of the related Underlying Security to the
Certificateholders on a pro rata basis in proportion to their outstanding
Certificate Principal Balances. An Underlying Securities Issuer shall not be
deemed to have ceased filing required periodic reports for this purpose merely
because reporting by such issuer is delayed or temporarily suspended.
Accordingly, the requirement above to make an "in- kind" distribution of an
Underlying Security shall not apply unless an Underlying Securities Issuer
either (x) states in writing that it intends permanently to cease filing
reports required under the Exchange Act or (y) fails to file any required
reports for one full calendar year. If the Depositor instructs the Trustee to
make such an "in-kind" distribution to the Certificateholders, the provisions
of Section 8(c) above will apply with respect to such distribution.
Section 9. Termination Events.
(a) "Termination Events" shall mean any one of the following
events (whatever the reason for such Termination Event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) [the failure by the Trust to pay the
Required Interest Amount on the Class A-[
] Certificates or the Class A-[ ]
Certificates when due and payable and such
failure continues unremedied for thirty
(30) Business Days;]
(ii) [on any Distribution Date, a default in
the payment to the Certificateholders of
the Principal Proceeds received by the
Trustee or a default in the payment in
full of the Certificate Principal Balance
of the Class A-[ ] Certificates or the
[Certificate Principal Balance] [Accreted
Principal Amount] of the Class A-[ ]
Certificates on the Final Scheduled
Distribution Date;]
(iii) [the entry of a decree or order by a court
having jurisdiction over the Trust,
adjudging the Trust as bankrupt or
insolvent, or approving as properly filed
a petition seeking reorganization,
arrangement, adjustment or composition of
or in respect of the Trust under any
Bankruptcy Law, or appointing a receiver,
liquidator, assignee, or sequestrator (or
other similar official) of the Trust or of
any substantial part of its property, or
ordering the winding up or liquidation of
its affairs, and the continuance of any
such decree or order unstayed and in
effect for a period of [sixty (60)]
consecutive days; ]
(iv) [the institution by the Trust of
proceedings to be adjudicated as bankrupt
or insolvent, or the consent by the Trust
to the institution of bankruptcy or
insolvency proceedings against it, or the
filing by the Trust of a petition or
answer or consent seeking reorganization
or relief under any Bankruptcy Law, or the
consent by either the Trust to the filing
of any such petition or to the appointment
of a receiver, liquidator, assignee,
trustee or sequestrator (or other similar
official) of the Trust or of any
substantial part of its property, or to
the ordering of the winding up or
liquidation of its affairs, or the
making by the Trust of an assignment for
the benefit of creditors, or the admission
by the Trust in writing of its inability
to pay its debts generally as they become
due, or the taking of any action by the
Trust in furtherance of any such action;]
(v) [a failure on the part of the Trust to
perform any covenant of the Trust which
failure has a material adverse effect on
the Certificateholders and which continues
unremedied for a period of sixty (60) days
after written notice thereof shall have
been given by registered mail, certified
mail or overnight courier to the Trustee
by the Depositor or the Holders of at
least [50%] of the Outstanding
Certificates;]
(vi) the Trust becomes an "investment company"
required to register under the Investment
Company Act; or
(vii) a failure on the part of the Trust to pay
any amount payable under the terms of any
[Other Deposited Asset] [Credit Support].
(b) Acceleration of Maturity.
If a Termination Event described in clauses (iii) or (iv)
above were to occur and be continuing, the Certificate Principal Balance [or
Accreted Principal Amount, as applicable,] and any accrued interest on the
Certificates will be immediately due and payable without demand, presentment
or notice by any Certificateholder. If any other Termination Event described
in any of the remaining clauses in Section 9(a) above shall have occurred and
be continuing, (i) the Trustee, by notice to the Depositor or (ii) the Holders
of not less than [50%] of the Certificate Principal Balance of the
Certificates, by notice to the Depositor and to the Trustee, may declare the
[Certificate Principal Balance] [and/or] [Accreted Principal Amount] due on
the Certificates to be immediately due and payable and upon any such
declaration, such amounts together with all accrued and unpaid interest due
thereon (if any) shall become immediately due and payable.
Upon the declaration of a Termination Event hereunder, the
Trustee will deliver a Notice of Termination Event to the Certificateholders
which specifies the nature of the Termination Event which has occurred and the
percentage of Certificateholders voting to declare a Termination Event
hereunder, if applicable. Upon the declaration of a Termination Event, the
Trustee (acting on the behalf of and at the direction of [the holders of more
than [50%] of the Certificate Principal Balance of the Certificates]) will
direct the remedies to be exercised on behalf of the Certificateholders. If
the Certificates are accelerated and the Certificateholders direct the Trustee
to sell the Deposited Assets, the Class A-[ ] Certificateholders shall be
entitled to receive the outstanding Class A-[ ] Certificate Principal Balance
of such Certificates together with accrued and unpaid interest thereon and the
Class A-[ ] Certificateholders shall be entitled to receive [Accreted
Principal Amount] [Certificate Principal Balance] of such Certificates
[together with accrued and unpaid interest thereon], to the extent of
Available Funds, which amounts shall be applied [in accordance with Section 5
hereof][ as follows: [ ]]. At any time after an acceleration of maturity has
been made as provided above, such declaration may be rescinded in accordance
with the terms of Section [ ] of the Standard Terms.
Section 10. Reports of Independent Public Accountants.
[Reports of the Trust's independent public accountants shall
be provided as specified in Section [ ] of the Standard Terms beginning in
calendar year 20[ ].]
Section 11. Miscellaneous.
(a) [The provisions of Section 4.04, Advances, of the
Standard Terms shall not apply to the Series 20[ ]-[ ] Certificates;]
(b) [The provisions of Section 4.07 of the Standard Terms
"Optional Exchange" shall not apply to the Series 20[ ]-[ ] Certificates;]
(c) The Trustee shall simultaneously forward reports to
Certificateholders [and to the New York Stock Exchange] in accordance with
Section 4.03 of the Standard Terms. [In addition, the Trustee shall forward
reports to [specify others to receive reports].
(d) [Except as expressly provided herein, the
Certificateholders shall not be entitled to terminate the Trust or cause the
sale or other disposition of the Underlying Securities.]
(e) If the Trustee has not received payment with respect to
a Collection Period on any Deposited Asset on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of
such payment. [No additional amounts shall accrue on the Certificates or be
owed to Certificateholders as a result of such delay; provided, however, that
any additional interest owed and paid by Underlying Securities Issuers [Other
Deposited Assets Providers] [Credit Support Providers] as a result of such
delay shall be paid to the Certificateholders, proportionately to the ratio of
their respective entitlements to interest.]
(f) The Trust may not engage in any business or activities
other than in connection with, or relating to, the acquiring, holding,
protecting and preserving of the Deposited Assets and the issuance of the
Certificates, and other than those required or authorized by the Trust
Agreement or incidental and necessary to accomplish such activities. The Trust
may not issue or sell any certificates or other obligations other than the
Certificates or otherwise incur, assume or guarantee any indebtedness for
money borrowed.
(g) In the event that the Internal Revenue Service
challenges the characterization of the Trust as a grantor trust, the Trustee
shall then file such forms as the Depositor may specify to establish the
Trust's election pursuant to Section 761 of the Code to exclude the Trust from
the application of Subchapter K of the Code and is hereby empowered to execute
such forms on behalf of the Certificateholders.
(h) Notwithstanding anything in the Standard Terms to the
contrary, the Trustee, upon written direction by the Depositor, will execute
the Certificates.
(i) Except as specified in the Trust Agreement, the Trustee
will have no recourse to the Deposited Assets.
(j) The Trust will not merge or consolidate with any other
entity without (i) confirmation from each Rating Agency that such merger or
consolidation will not result in the qualification, reduction or withdrawal of
its then-current rating on the Certificates and (ii) an opinion of counsel
that such merger (x) will not cause the Trust to be required to register as an
investment company under the Investment Company Act, and (y) will not
adversely affect the Trust's status as a Grantor Trust.
(k) Notices. All directions, demands and notices hereunder
or under the Standard Terms shall be in writing and shall be delivered as set
forth below (unless written notice is otherwise provided to the Trustee).
If to the Depositor, to:
Bond Products Depositor LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: Stephen K. Stegemeyer,
Manager, Bond Products Depositor LLC
Telephone: (704) 388-4811
Facsimile: (704) 386-3522
If to the Trustee, to:
[To Come]
If to the Rating Agencies, to:
[Moody's Investors Service, Inc.]
[99 Church Street]
[New York, New York 10007]
Attention: [CBO/CLO Monitoring Department]
Telephone: [(212) 553-1494]
Facsimile: [(212) 553-0355]
[Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.]
[55 Water Street]
[New York, New York 10041]
Attention: [Structured Finance Surveillance Group]
Telephone: [(212) 438-2482]
Facsimile: [(212) 438-2664]
[Fitch, Inc.]
[One State Street Plaza]
[New York, New York 10004]
Telephone: (212) ____________
Facsimile: (212) ____________
[If to the New York Stock Exchange, to:]
[New York Stock Exchange, Inc.]
[20 Broad Street]
[New York, New York 10005]
[Attention: Michael Hyland]
[Telephone: (212) 656-5868]
[Facsimile: (212) 656-6919]
Section 12. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, and all such counterparts shall constitute but one and the same
instrument.
Section 13. Termination of the Trust. (a) The respective
obligations and responsibilities under the Trust Agreement of the Depositor
and the Trustee (other than the obligations of the Trustee to provide
information reports and information tax reporting), shall terminate upon the
earlier to occur of the (i) distribution to the Certificateholders of all
amounts held in all the Accounts and required to be paid to such
Certificateholders pursuant to this Series Supplement on the Distribution Date
succeeding the final payment on, or other liquidation of (which may include
redemption or other purchase thereof by the applicable Underlying Securities
Issuer), the last Underlying Security remaining in the Trust or the
disposition of all property acquired upon liquidation of any such Underlying
Security [and the termination of all Other Deposited Assets and Credit
Support,] and (ii) distribution in full of all amounts due to the Class A-[ ]
and Class A-[ ] Certificateholders.
(b) The Trustee shall provide written notice of any
termination to the Certificateholders.
(c) Upon presentation and surrender of the Certificates by
the Certificateholders to the Trustee at the locations specified in the
Standard Terms on the Final Scheduled Distribution Date or the Distribution
Date succeeding the earlier to occur of the occurrences specified in Section
13(a) above, the Trustee shall, upon its cancellation of each surrendered
Certificate, the Trustee will distribute to each Holder presenting and
surrendering its Certificates, the amount otherwise distributable on such
Distribution Date in respect of the Certificates so presented and surrendered.
Any funds not distributed on such Distribution Date shall be set aside and
held in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner. Immediately following
the deposit of funds in trust hereunder, this Trust shall terminate.
Section 14. [Reserved].
Section 15. [Voting of Underlying Securities, Modification
of Underlying Securities Agreements. The Trustee, as holder of the Deposited
Assets, has the right to vote and give consents and waivers in respect of the
Underlying Securities in accordance with the rules of the Depository and
except as otherwise limited by the Trust Agreement. In the event that the
Trustee receives a request from the Depository or the issuer or the trustee of
any Underlying Security for consent to any amendment, modification or waiver
of any provision of the related Underlying Securities Agreement or any other
document relating thereto, or receives any other solicitation for any action
with respect to the Underlying Securities, the Trustee shall mail a notice of
such proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The
Trustee shall consent or vote, or refrain from consenting or voting, in the
same proportion (based on the relative outstanding principal balances of the
Certificates) as the Certificates of the Trust were actually voted or not
voted by the Certificateholders thereof as of a date determined by the Trustee
prior to the date on which such consent or vote is required; provided,
however, that, notwithstanding anything in the Trust Agreement to the
contrary, the Trustee shall at no time vote on or consent to any matter (i) if
the effect of the action to be taken pursuant to such vote or consent would
(based on an opinion of counsel) alter the status of the Trust as a grantor
trust for federal income tax purposes or result in the imposition of tax upon
the Certificateholders, [(ii) alter the timing or amount of any payment on any
item of the Deposited Assets, including, without limitation, any demand to
accelerate the Underlying Securities, except in the event of a default on any
of the Underlying Securities or an event which with the passage of time would
become an event of default under the Underlying Securities and with the
[unanimous consent] of all outstanding Class A-[ ] Certificateholders and
Class A-[ ] Certificateholders,] or [(iii) result in the exchange or
substitution of any of the outstanding Underlying Securities pursuant to a
plan for the refunding or refinancing of such Underlying Securities and only
with the consent of Certificateholders representing [100%] of the Class A-[ ]
Certificates and [100%] of the Class A-[ ] Certificates.] The Trustee shall
have no liability for any failure to act resulting from Certificateholders'
late return of, or failure to return, directions requested by the Trustee from
the Certificateholders.]
[In the event that an offer is made by any Underlying
Securities Issuers to issue new obligations in exchange and substitution for
any of the Underlying Securities, pursuant to a plan for the refunding or
refinancing of the Outstanding Underlying Securities or any other offer is
made for the Underlying Securities, the Trustee shall notify the Class A-[ ]
Certificateholders and the Class A-[ ] Certificateholders of such offer
promptly. The Trustee must reject any such offer unless the Trustee is
directed by the affirmative vote of the holders of [100%] of the Class A-[ ]
Certificates and the Class A-[ ] Certificates to accept such offer and the
Trustee has received the tax opinion described above.]
IN WITNESS WHEREOF, the parties hereto have caused this
Series Supplement to be duly executed by their respective authorized officers
as of the date first written above.
BOND PRODUCTS DEPOSITOR LLC,
as Depositor
By:
----------------------------
Name:
Title:
[NAME OF TRUSTEE] not in its
individual capacity but solely as
Trustee on behalf of the Trust
Certificates Series, 20[ ]-[ ]
Trust
By:
----------------------------
Name:
Title:
SCHEDULE I
SERIES 20[ ] -[ ]
Underlying Securities Schedule
Underlying Securities: [to come]
Underlying Securities Issuer: [to come]
CUSIP Number: [to come]
Principal Amount Deposited: [to come]
Original Issue Date: [to come]
Principal Amount of [to come]
Underlying Securities
Originally Issued: [$______]
Maturity Date: [to come]
Principal Payment Date: [to come]
Interest Rate [____%] per annum.
Interest Payment Dates: [ ] and [ ]
Underlying Securities Record Dates: The day immediately preceding
each Distribution Date.
Initial Accrued Interest:
Redemption Dates:
Redemption Prices:
Priority:
Security:
Rating as of Closing Date:
Form of Underlying Securities:
[Retained Interest:]
SCHEDULE II
ACCRETING PRINCIPAL SCHEDULE
Year Ending Balance
SCHEDULE III
SERIES 20[ ]-[ ]
DESCRIPTION OF THE RETAINED INTEREST
TABLE OF CONTENTS
Section 1. Incorporation of Standard Terms....................1
Section 2. Definitions........................................2
Section 3. Designation of Trust and Certificates.............10
Section 4. Satisfaction of Conditions to Execution
and Delivery of Trust Certificates................11
Section 5. Distributions.....................................13
Section 6. Trustee's Fees....................................16
Section 9. Termination Events................................20
Section 10. Reports of Independent Public Accountants.........23
Section 11. Miscellaneous.....................................23
Section 12. Counterparts......................................25
Section 13. Termination of the Trust..........................26
Section 14. [Reserved]........................................26
Section 15. [Voting of Underlying Securities, Modification
of Underlying Securities Agreements...............26
SCHEDULE I SERIES 200[ ]-[ ] Underlying Securities Schedule
SCHEDULE II Accreting Principal Schedule
SCHEDULE III Description of Retained Interest
EXHIBIT A STANDARD TERMS FOR TRUST AGREEMENTS
EXHIBIT B-1 FORM OF TRUST CERTIFICATE CLASS A-[ ]
EXHIBIT B-2 FORM OF TRUST CERTIFICATE CLASS A-[ ]
EXHIBIT B-3 FORM OF TRUST CERTIFICATE CLASS A-[ ]