Exhibit 7
EXECUTION COPY
SELECT NOTES TRUST SUPPLEMENT LT 2003-4
between
STRUCTURED OBLIGATIONS CORPORATION,
as Trustor
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Select Notes Trust LT 2003-4
Preliminary Statement.........................................................1
Section 1. Certain Defined Terms.........................................1
Section 2. Creation and Declaration of Trust; Sale of Underlying
Securities; Acceptance by Trustee.............................7
Section 3. Designation...................................................8
Section 4. Date of the Certificates......................................8
Section 5. Stated Amount and Denominations; Additional
Underlying Securities.........................................8
Section 6. Currency of the Certificates..................................8
Section 7. Form of Securities............................................9
Section 8. Distribution Account..........................................9
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. Payment of Additional Expenses of Trustee....................14
Section 14. Modification or Amendment....................................15
Section 15. Accounting...................................................15
Section 16. No Investment of Amounts Received on Underlying Securities...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................................................16
Section 24. Certificate of Compliance....................................17
Exhibit A -- Identification of the Underlying Securities as
of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
Exhibit D -- Form of Monthly Trustee's Tax Reporting Statement
Exhibit E -- Form of UCC-1 Financing Statement
Schedule 1 -- Schedule of Accrued Interest
SELECT NOTES TRUST SUPPLEMENT LT 2003-4, dated as of
September 26, 2003 (this "Series Supplement"), between
STRUCTURED OBLIGATIONS CORPORATION, a Delaware
corporation, as Trustor (the "Trustor"), and U.S. Bank
National Association, a national banking association, as
trustee (the "Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement, dated as of April 2, 2002
(the "Base Trust Agreement" and, as supplemented pursuant to this Series
Supplement, the "Agreement"), between the Trustor 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 Trustor
may at any time and from time to time direct the Trustee to authenticate and
deliver, on behalf of any such trust, a new Series of trust certificates.
Each trust certificate of such new Series of trust certificates will
represent a fractional undivided beneficial interest in such trust. Certain
terms and conditions applicable to each such Series are to be set forth in
the related series supplement to the Base Trust Agreement.
Pursuant to this Series Supplement, the Trustor and the Trustee
shall create and establish a new trust to be known as Select Notes Trust LT
2003-4, and a new Series of trust certificates to be issued thereby, which
certificates shall be known as the Select Notes Trust, Long Term
Certificates 2003-4, and the Trustor and the Trustee shall herein specify
certain terms and conditions in respect thereof. The Certificates shall be
Fixed Rate Certificates issued in one Class (the "Certificates").
On behalf of and pursuant to the authorizing resolutions of the
Board of Directors, an authorized officer of the Trustor 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
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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:
"Acceleration": The acceleration of the maturity of an Underlying
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Security after the occurrence of any default on such Underlying Security
other than a Payment Default.
"Advance": The meaning set forth in the Advancing Agreement.
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"Advance Repayment Shortfall": An amount equal to at the time of
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calculation, the excess, if any, of (x) the amount, if any, owed to the
Advancing Party for Advances made in respect of an Underlying Security
(either in accordance with the Schedule 1 of the Advancing Agreement or
Advances made at the option of the Advancing Party to cover delinquent or
defaulted payments on such Underlying Security not received by the Trustee
on the applicable Underlying Securities Payment Date) immediately prior to
the sale of such Underlying Security resulting from a Removal Event over (y)
the amount distributed to the Advancing Party from the proceeds of the sale
of such Underlying Security; provided however; that if no bids are received
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in the First Auction of such Underlying Security the amount in this clause
(y) will be deemed to be zero on the last day of such First Auction;
provided further; that any amounts received by the Advancing Party from the
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proceeds of a First Auction, Second Auction or Third Auction of such
Underlying Security will be added to the amount of this clause (y) on the
date distributed to the Advancing Party.
"Agreement": Agreement shall have the meaning specified in the
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Preliminary Statement to this Series Supplement.
"Advancing Agreement": The Advancing Agreement dated as of the
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Closing Date between the Trustee and the Advancing Party.
"Advancing Party": JPMorgan Chase Bank.
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"Advancing Party Credit Event": The Advancing Party has (i) become
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Insolvent or (ii) defaulted on a payment with respect to a debt obligation
for borrowed money with an initial principal amount equal to or greater than
$1,000,000,000 and any applicable grace period has expired.
"Annualized Interest": The amount of interest paid to the Advancing
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party by the Trustee on behalf of the Trust on an annual basis. Initially
Annualized interest shall equal an amount equal to $55,000; provided,
however, if the Advancing Party is replaced under the terms of the Advancing
Agreement, the Annualized Interest will increase by $10,000.
"Base Trust Agreement": Base Trust Agreement shall have the meaning
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specified in the Preliminary Statement to this Series Supplement.
"Business Day": Any day other than a Saturday, Sunday or a day on
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which banking institutions in New York, New York are authorized or obligated
by law, executive order or governmental decree to be closed.
"Certificateholder" or "Holder": With respect to any Certificate,
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the Holder thereof.
"Certificateholders" or "Holders": The Holders of the Certificates.
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"Closing Date": September 26, 2003.
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"Calculation Agent": J.P. Morgan Securities Inc.
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"Certificate Principal Balance": Initially, $34,085,000 and on any
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date thereafter, an amount equal to the initial Certificate Principal
Balance less any reductions in the principal amount of the Underlying
Securities and payments on the Treasury Securities. For purposes of
calculating the Certificate Principal Balance the principal amount of any
Underlying Security with respect to which a Removal Event has occurred shall
be deemed to be zero. The Certificate Principal Balance for any
Certificateholder will be such Certificateholder's pro rata portion of the
outstanding Certificate Balance.
"Credit Event" means (i) a Payment Default with respect to an
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Underlying Security has occurred, (ii) an Underlying Issuer has become the
subject of bankruptcy or similar proceedings or is or has become Insolvent,
(iii) the maturity date of an Underlying Security has been extended or (iv)
the interest rate on any Underlying Security has been reduced.
"Corporate Trust Office": U.S. Bank National Association, 100 Wall
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Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust or
such other corporate trust office as the Trustee shall designate in writing
to the Trustor and the Certificateholders.
"Depositary": The Depository Trust Company.
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"Distribution Account": has the meaning set forth in Section 8.
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"Distribution Date": Any Interest Distribution Date, Scheduled
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Principal Distribution Date, any Removal Event Distribution Date or any
Underlying Securities Redemption Distribution Date.
"First Auction Period": With respect to the sale of an Underlying
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Security pursuant to Section 10(c), the period from the date on which JPMSI
receives Sale Instructions with respect to such Underlying Security to and
including the date which is seven Business Days after the date on which the
Trustor receives such Sale Instructions.
"Fixed Payment": Each semiannual installment of interest payable on
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the Underlying Securities, as set forth in Exhibit A hereto.
"Insolvent": Means with respect to any party hereunder or an
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Underlying Issuer, that such party or Underlying Issuer (1) is dissolved
(other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in
writing its inability generally to pay its debts as they become due; (3)
makes a general assignment, arrangement or composition with or for the
benefit of its creditors; (4) institutes or has instituted against it a
proceeding seeking a judgment of insolvency or any other relief under any
insolvency law or other similar law affecting creditors' rights, or a
petition is presented for its winding-up or liquidation, and, in the case of
any such proceeding or petition instituted or presented against it, such
proceeding or petition (A) results in a judgment of insolvency or the entry
of an order for relief or the making of an order for its winding-up or
liquidation or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation thereof, (5) has
a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger); (6) seeks
or becomes subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets;
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(7) has a secured party take possession of all or substantially all its
assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially
all its assets and such secured party maintains possession, or any such
process is not dismissed, discharged, stayed or restrained, in each case
within 30 days thereafter; (8) causes or is subject to any event with
respect to it which, under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses (1) to (7)
(inclusive); or (9) takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the foregoing acts.
"Interest Distribution Date": The fifteenth (15th) day of each
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month or, if any such day is not a Business Day, then the immediately
following Business Day, commencing November 17, 2003 through; provided,
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however, that payment on each Interest Distribution Date shall be subject to
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prior payment of interest on the Underlying Securities and advances made by
the Advancing Party pursuant to the Advancing Agreement.
"JPMSI" means J.P. Morgan Securities Inc.
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"Maturity Date": June 15, 2033.
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"Monthly Interest Distribution Amount": With respect to any
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Interest Distribution Date, an amount equal to one twelfth of the
Pass-Through Rate on the Record Date related to such Interest Distribution
Date multiplied by the Certificate Principal Balance on the Record Date
related to such Interest Distribution Date, except with respect to the
Interest Distribution Date occurring on November 17, 2003, the Monthly
Interest Distribution Amount will be equal to 0.136111 multiplied by the
Pass-Through Rate on the related Record Date multiplied by the Certificate
Principal Balance on such Record Date.
"Pass-Through Rate": means the per annum interest rate on the
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Certificates applicable during the interest accrual period related to an
Interest Payment Date. The Pass-Through Rate is initially equal to 5.90%,
until a Pass-Through Rate Adjustment Event has occurred, in which case the
Pass-Through Rate shall be recalculated by the Calculation Agent so that the
adjusted Pass-Through Rate will be equal to:
(i) (a) (1) the principal amount of the Underlying Securities after
giving effect to the distribution of principal resulting from such
Pass-Through Rate Adjustment Event multiplied by (2) the weighted average
interest rate of the Underlying Securities after giving effect to the
distribution of principal resulting from such Pass-Through Rate Adjustment
Event reduced by (b) Annualized Interest and Fees plus any other annual
expenses payable by the Trustee on behalf of the Trust and further reduced
by (c) the sum of each Advance Repayment Shortfall (each such Advance
Repayment Shortfall being first divided by (x) the number of months from the
Interest Distribution Date occurring immediately after the occurrence of
such Advance Repayment Shortfall to June 15, 2033 divided by (y) 12),
divided by
(ii) the Certificate Principal Balance after giving effect to the
distribution of principal resulting from such Pass-Through Rate Adjustment
Event.
"Pass-Through Rate Adjustment Event" means (i) a reduction of the
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principal amount of the Underlying Securities resulting from the occurrence
of a Principal Distribution
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Date, a redemption of Underlying Securities by the related Underlying
Issuer, or the occurrence of a Removal Event, (ii) an Advance Repayment
Shortfall has occurred, (iii) a distribution to the Advancing Party of any
proceeds from the sale of Underlying Securities which are related to any
Advance Repayment Shortfall, (iv) the incurrence by the Trust of reoccurring
expenses other than expenses incurred in connection with distributions of
interest and principal to Certificateholders and the filing of periodic
reports with the Securities and Exchange Commission or (v) the appointment
of a successor Advancing Party by the Trustee.
"Payment Default": A default by an Underlying Securities Issuer in
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the payment of any amount due on the applicable Underlying Securities after
the same becomes due and payable (and the expiration of any applicable grace
period on such Underlying Securities).
"Place of Distribution": New York, New York.
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"Rating Agency": Standard & Poor's Ratings Services ("S&P"), and
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any successor to the foregoing. References to "the Rating Agency" in the
Agreement shall be deemed to be such credit rating agency.
"Rating Downgrade Event" means the rating of an Underlying Security
----------------------
is rated "D" by the Rating Agency.
"Record Date": With respect to any Distribution Date, the day
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immediately preceding such Distribution Date.
"Removal Event" means with respect to any Underlying Security, the
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occurrence of a (i) Rating Downgrade Event, (ii) Reporting Event or (iii)
Credit Event with respect to such Underlying Security or its Underlying
Securities Issuer.
"Removal Event Distribution Date": The date on which distributions
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are made pursuant to Section 10(d).
"Reporting Event" A Reporting Event shall have occurred if with
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respect to any Underlying Security if periodic reports required to be filed
by the Underlying Securities Issuer of such Underlying Security under the
United States Securities Exchange Act of 1934, as amended, are no longer
being filed and the Trustor determines that, in consultation with the
Securities and Exchange Commission, that under applicable securities laws,
rules or regulations the Trust must liquidate such Underlying Securities.
"Sale Instructions": has the meaning set forth in Section 10(c).
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"Scheduled Interest Distribution": With respect to any Scheduled
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Interest Distribution Date, the amount of interest due to the Trustee as the
holder of the related Underlying Security on such Scheduled Interest
Distribution Date.
"Scheduled Interest Distribution Date" means May 1, 2029,
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November 1, 2029, January 18, 2031, February 22, 2033 and March 1, 2033.
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"Scheduled Principal Distribution": With respect to any Scheduled
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Principal Distribution Date, the amount of principal due to the Trustee as
the holder of the related Underlying Security or the amount due to the
Trustee as the holder of the Treasury Securities on such Scheduled Principal
Distribution Date.
"Scheduled Principal Distribution Date": means the maturity date of
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an Underlying Security and May 15, 2030.
"Second Auction Period": With respect to the sale of an Underlying
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Security pursuant to Section 10(c), a period of seven consecutive Business
Days, commencing 30 days after the end of the First Auction Period with
respect to such Underlying Security (or if such day is not a Business Day,
then the next succeeding Business Day).
"Specified Currency": United States Dollars.
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"Stated Amount": The face amount of the Certificates.
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"Third Auction Period": With respect to the sale of an Underlying
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Security pursuant to Section 10(c), a period of seven consecutive Business
Days, commencing 30 days after the end of the Second Auction Period with
respect to such Underlying Security (or if such day is not a Business Day,
then the next succeeding Business Day).
"Treasury Securities": United States Department of the Treasury
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STRIPS due May 15, 2030, CUSIP No. 912803 CH4, having a maturity amount of
$4,085,000.
"Trust": Select Notes Trust LT 2003-4.
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"Trust Termination Event": The reduction of the Certificate
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Principal Balance to zero in connection with the later of (x) the
distribution of the proceeds received upon a sale, redemption or maturity of
the last remaining Underlying Security in the Trust (after deducting any
costs incurred un connection therewith) and (y) the distribution of the
proceeds received upon maturity of the Treasury Securities.
"Underlying Securities": The securities described on Exhibit A hereto.
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"Underlying Securities Issuer": An issuer of an Underlying Security.
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"Underlying Securities Payment Date": With respect to an Underlying
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Security, a Scheduled Principal Distribution Date and the payment dates for
such Underlying Security as set forth in Exhibit A.
"Underlying Securities Redemption Distribution Date": The date on
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which the Trustee receives payment for either a redemption of an Underlying
Security in accordance with its terms or a sale of securities pursuant to
Section 10(c); provided, however, if the Trustee receives such payment after
10:00 A.M. (New York City time) on such date, the Underlying Securities
Redemption Distribution Date shall be on the next Business Day.
"Underlying Securities Trustee": The trustee for an Underlying
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Security.
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"Voting Rights": The Certificateholders shall have 100% of the
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total Voting Rights with respect to the Trust, which Voting Rights shall be
allocated among all Holders of the Certificates in proportion to the Stated
Amount of their respective Certificates.
Section 2. Creation and Declaration of Trust; Sale of Underlying
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Securities; Acceptance by Trustee; Security Interest; Calculation Agent.
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(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 Trustor hereby directs the Trustee to purchase from JPMSI,
on behalf and for the benefit of the Trust, the Underlying Securities and
Treasury Securities at a purchase price of $33,028,365 in cash. The Trustee
shall pay the full purchase price for the Underlying Securities and Treasury
Securities by delivering to JPMSI (i) $33,028,365 on the Closing Date and
(ii) the amounts in cash set forth on Schedule 1 hereto on the applicable
dates set forth in Schedule 1 hereto, which represent the accrued and unpaid
interest of the Underlying Securities on the Closing Date. The amounts to be
paid to JPMSI set forth in clause (ii) above, shall be paid from the Fixed
Payments to be received by the Trustee on the dates set forth in Schedule 1
hereto. In the event that any such Fixed Payment is not received by the
Trustee on such date or is otherwise insufficient to pay such amount of
accrued and unpaid interest to JPMSI, JPMSI shall have a claim for the
unpaid portion of such amount and shall share pari passu with
Certificateholders to the extent of such claim in the proceeds from the sale
or recovery of the Underlying Securities. The Trustor further directs the
Trustee to enter into the Advancing Agreement, grant the security interest
provided for therein and perform all of its obligations thereunder, which
shall include the filing of a UCC-1 Financing Statement, substantially in
the form of Exhibit E hereto.
(c) The Trustee hereby (i) acknowledges the Trustor's instruction
to make such purchase and delivery, pursuant to subsection (b) above, and
receipt by it of the Underlying Securities, (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 Base Trust
Agreement and the Certificates, (iii) acknowledges the Trustor's instruction
to enter into the Advancing Agreement, grant the security interest therein
and perform its obligations thereunder, including the filing of a UCC-1
Financing Statement, substantially in the form of Exhibit E hereto, (iv)
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.
(d) The Trustor and the Trustee hereby acknowledge that a first
priority security interest in the Underlying Securities and Treasury
Securities has been granted to the Advancing Party pursuant to the Advancing
Agreement.
(e) J.P. Morgan Securities Inc. is hereby appointed as Calculation
Agent. The Calculation Agent shall be responsible for the recalculation of
the Pass-Through Rate and the Certificate Principal Balance upon
notification from the Trustee that a Pass-Through Rate Adjustment Event has
occurred. The Calculation Agent shall notify the Trustee in writing of the
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amount of any recalculated Certificate Principal Balance and Pass-Through
Rate on the later of two Business prior to Interest Distribution Date and
the date on which the Calculation Agent receives notice of the Pass-Through
Rate Adjustment Event.
Section 3. Designation. There is hereby created a Series of trust
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certificates to be issued pursuant to the Base Trust Agreement and this
Series Supplement to be known as the "Select Notes Trust, Long Term
Certificates Series 2003-4." The Certificates shall be issued in one class,
in the amount set forth in Section 5 and with the additional terms set forth
in Exhibit B to this Series Supplement. The Certificates shall be issued in
substantially the form set forth in Exhibit C to this Series Supplement with
such necessary or appropriate changes as shall be approved by the Trustor
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 Underlying
Securities.
Section 4. Date of the Certificates. The Certificates that are
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authenticated and delivered by the Trustee to or upon Trustor 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. Stated Amount and Denominations; Additional Underlying
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Securities and Treasury Securities. On the Closing Date, up to 34,085
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Certificates with an aggregate Stated Amount of $34,085,000 may be
authenticated and delivered under the Base Trust Agreement and this Series
Supplement. The aggregate Stated Amount of the Certificates shall initially
equal 100% of the initial aggregate principal amount of Underlying
Securities and maturity amount of the Treasury Securities sold to the
Trustee and deposited in the Trust. Such Stated Amount shall be calculated
without regard to Certificates authenticated and delivered upon registration
of, transfer of, or in exchange for, or in lieu of, other Certificates
pursuant to Sections 5.3, 5.4 or 5.5 of the Base Trust Agreement. The
Trustor may direct the Trustee to purchase additional Underlying Securities
and Treasury Securities on any date hereafter upon at least five (5)
Business Days notice to the Trustee, the prior written consent of the
Advancing Party and upon (i) satisfaction of the Rating Agency Condition and
(ii) delivery of an Opinion of Counsel to the effect that the purchase of
any such additional Underlying Securities will not materially increase the
likelihood that the Trust would fail to qualify as a grantor trust under the
Code. Upon such purchase by the Trustee, the Trustee shall deposit such
additional Underlying Securities and Treasury Securities in the Certificate
Account, and shall authenticate and deliver the Certificates at the
instruction of the Trustor in a Stated Amount equal to 100% of the principal
amount of such additional Underlying Securities and maturity amount of the
Treasury Securities. Any such additional Certificates authenticated and
delivered shall rank pari passu with any Certificates previously issued in
accordance with this Series Supplement.
Section 6. Currency of the Certificates. All distributions on the
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Certificates will be made in the Specified Currency.
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Section 7. Form of Securities. The Trustee shall execute and
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deliver the Certificates in the form of one or more global certificates
registered in the name of the Depositary or its nominee.
Section 8. Distribution Account. The Trustee shall on or prior to
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the Closing Date establish a segregated trust account which shall be
designated the "Distribution Account" for the benefit of the
Certificateholders. All Fixed Payments and Advances received from the
Advancing Party pursuant to the Advancing Agreement shall be deposited into
the Distribution Account upon receipt by the Trustee and distribution in
accordance with Section 10 hereof. Amounts on deposit in the Distribution
Account shall not be invested.
Section 9. Certain Provisions of Base Trust Agreement Not
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Applicable; Amendment in Section 10.1.(b) of Base Trust Agreement (a) The
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provisions of Sections 2.3, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10, 3.11, 3.12,
3.16, 4.2, 5.16, 6.1(c) through (e), and 6.6 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, therefore, shall be inapplicable with respect to the
Certificates.
(b) The second sentence in Section 10.1 (b) of the Base Trust
Agreement is hereby deleted and replaced with the following sentence:
"Notwithstanding any other provision of this Agreement, for
purposes of the giving or withholding of consents pursuant to this
Section 10.1, Certificates registered in the name of any Affiliate
of the Trustor shall be entitled to Voting Rights with respect to
matters affecting such Certificates; and provided further that in
the event the Rating Agency Condition is not satisfied with respect
to such modification or amendment, the Required
Percentage--Amendment shall be increased to require an aggregate
percentage of the aggregate Voting Rights in the amount specified,
if any, in the applicable Series Supplement."
Section 10. Distributions.
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(a) On each Interest Distribution Date, amounts on deposit in the
Distribution Account shall be distributed in the following order of
priority:
(i) with respect to Interest Distribution Dates occurring
in March, June, September and December, to the Advancing
Party, an amount equal to 25% of the Annualized Interest, plus any
unpaid fees of the Advancing Party payable on prior Interest
Distribution Dates; except that for the November 2003 Interest
Distribution Date, the amount distributed to the Advancing Party
will be equal to 0.219444 multiplied by the Annualized Interest;
(ii) to the Advancing Party, any amount to be repaid to the
Advancing Party on such Interest Payment Date pursuant to
Schedule 2 to the Advancing Agreement;
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(iii) to the Certificateholders, pro rata, an amount equal to
the Monthly Interest Distribution Amount (less any non-reoccurring
expenses incurred by the Trust prior to such Interest Distribution
Date, but after the prior Interest Distribution date, but only to
the extent that such expenses when added to all prior non-reoccurring
expenses incurred by the Trust during the calendar year exceed
$25,000) payable on such Interest Distribution Date to the extent
received by the Trustee from Fixed Payments and advances made by the
Advancing Party pursuant to the Advancing Agreement and remaining
after application of clauses (i) and (ii) above; and
(iv) any remainder shall remain on deposit in the Distribution
Account for distribution by the Trustee on subsequent Interest
Distribution Dates.
If any payment with respect to an Underlying Security is made to
the Trustee after the Underlying Securities Payment Date and as a result
there is a shortfall in the payment of any amount required by this Section
10(a), the Trustee shall distribute such amount received to the extent of
such shortfall on the Business Day following such receipt.
(b) On each Scheduled Interest Distribution Date the Trustee shall
distribute to the Certificateholders the Scheduled Interest Distribution, to
the extent received by the Trust from interest payments on the applicable
Underlying Security (less any amounts owed to the Advancing Party in respect
of such Underlying Security); provided, however, if any such payment with
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respect to an Underlying Securities is made to the Trustee after the
applicable Underlying Securities Payment Date, the Trustee shall distribute
such amount received on the Business Day following such receipt.
(c) On each Scheduled Principal Distribution Date the Trustee shall
distribute to the Certificateholders the Scheduled Principal Distribution,
to the extent received by the Trust from principal payments on the
applicable Underlying Security or amounts paid on the Treasury Securities,
in reduction of the Certificate Principal Balance; provided, however, if any
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such payment with respect to an Underlying Securities is made to the Trustee
after the Underlying Securities Payment Date, the Trustee shall distribute
such amount received on the Business Day following such receipt.
(d) If a Removal Event occurs, then the Trustee, within two
Business Days following the receipt of written notice from the applicable
Underlying Security indenture trustee or the Trustor or its actual knowledge
of such Removal Event, will deliver to the holders of the Certificates, the
Rating Agency and the Trustor notice of such Removal Event and deliver
written instructions ("Sale Instructions") to JPMSI to sell the applicable
Underlying Security on behalf of the Trust (unless the Advancing Party has
the right to take possession of such Underlying Security as set forth in
Section 7 of the Advancing Agreement). Upon receipt of Sale Instructions,
JPMSI shall use its reasonable efforts to sell the applicable Underlying
Securities within seven Business Days and deliver the proceeds received in
connection with such sale to the Trustee for distribution to
Certificateholders (less any amounts owed to the Advancing Party in respect
of such Underlying Security).
(e) In connection with the sale of any Underlying Securities
required by Section 10(c), JPMSI will use its reasonable efforts to sell
such Underlying Securities to the highest of
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not less than three solicited bidders (which bidders may include JPMSI, one
of its affiliates or the Underwriter), provided, however, that none of
JPMSI, any of its affiliates or the Underwriter is obligated to bid for
those Underlying Securities; and provided, further, that JPMSI will use its
reasonable efforts to solicit at least three bids from financial
institutions with invested assets or assets under management of at least $50
million that are not affiliates of JPMSI. If JPMSI receives less than three
bids for all or less than all of such Underlying Securities prior to the
close of business on the seventh Business Day following its receipt of the
applicable Sale Instructions, the Calculation Agent will sell the Underlying
Securities for which bids have been received to the highest bidder of the
bids received. In the sole judgment of the Calculation Agent, bids may be
evaluated on the basis of bids for all or a portion of the Underlying
Securities to be sold or any other basis selected in good faith by the
Calculation Agent. The proceeds of such sale will be distributed by the
Trustee on the date of receipt; provided, however, if the Trustee receives
such payment after 10:00 A.M. (New York City time) on such date, the
Underlying Securities Redemption Distribution Date shall be on the next
Business Day, in the following order of priority: (i) to the Advancing
Party, the amount owed to the Advancing Party from the proceeds of such sale
pursuant to Section 7 of the Advancing Agreement and (ii) to the
Certificateholders, pro rata, in accordance with each Certificateholder's
Certificate Principal Balance. Any payments made on any Underlying
Security with respect to which a Removal Event has occurred but prior to its
sale pursuant to Section 10(d) or Sections 10(d) and 10(e) by the
applicable Underlying Issuer shall be distributed in the priority set forth
in the previous sentence.
(f) If bids for less than all of the applicable Underlying
Securities or no bids for the applicable Underlying Securities have been
received by the Calculation Agent pursuant to the process described in
Section 10(d) on or prior to the seventh Business Day following the
Calculation Agent's receipt of the applicable Sale Instructions bids for
such Underlying Securities will no longer be solicited until the beginning
of the Second Auction Period. During the Second Auction Period for any
Underlying Securities, such Underlying Securities will be sold and the
proceeds distributed pursuant to the process described in Section 10(d). If
bids are not received for all of the applicable Underlying Securities by the
end of the Second Auction Period, bids for such Underlying Securities will
no longer be solicited until the beginning of the Third Auction Period.
During the Third Auction Period for any Underlying Securities, such
Underlying Securities will be sold and the proceeds distributed pursuant to
the process described in Section 10(d). If bids are not received for all of
the applicable Underlying Securities by the end of the Third Auction Period
and Advances with respect to such Underlying Securities remain outstanding
(after any distributions to the Advancing Agent from the proceeds of any
sale of such Underlying Securities resulting from bids received during the
Third Auction Period), then the Underlying Securities will be deemed to have
no value and will be transferred to the Advancing Party. If bids are not
received for all of the applicable Underlying Securities by the end of the
Third Auction Period and no Advances with respect to such Underlying
Securities remain outstanding (after any distributions to the Advancing
Agent from the proceeds of any sale of such Underlying Securities resulting
from bids received during the Third Auction Period), then such Underlying
Securities will remain in the Trust.
(g) Distributions to the Certificateholders on each Distribution
Date will be made to the Certificateholders of record on the Record Date
with respect to such Distribution Date.
11
(h) All distributions to Certificateholders on a Distribution Date
shall be allocated pro rata among the Certificates based on their respective
Certificate Principal Balances as of the beginning of the related Record
Date.
(i) Notwithstanding any provision of the Agreement to the contrary,
to the extent funds are available, the Trustee will initiate payment in
immediately available funds by 10:00 A.M. (New York City time) on each
Distribution Date of all amounts payable to each Certificateholder with
respect to any Certificate held by such Certificateholder or its nominee
(without the necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the address as each
Certificateholder may from time to time direct the Trustee in writing
fifteen (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(h) unless a new instruction is delivered fifteen (15) days prior to a
Distribution Date.
(j) Upon receipt by the Trustee of a notice that all or a portion
of an Underlying Security is to be redeemed, the Trustee shall deliver
notice of such redemption to the registered Certificateholders not less than
fifteen (15) days prior to the Underlying Securities 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. The proceeds of any redemption of Underlying
Securities will be allocated and distributed by the Trustee on the
Underlying Securities Redemption Date in the following order of priority:
first (i) to the Advancing Party, the amount of any outstanding advances
made by the Advancing party to the Trust against any accrued and unpaid
interest with respect to such redeemed Underlying Securities, in each case
as determined by Schedule 1 to the Advancing Agreement and then (ii) to the
Certificateholders pro rata, in accordance with their respective Certificate
Principal Balances. The Certificate Principal Balance of the Certificates
will be reduced in amount equal to the reduction in the principal amount of
the Underlying Securities caused by a redemption.
(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 all the
accrued and unpaid Monthly Interest Distribution Amounts and the Certificate
Principal Balance of the Certificates has been reduced to zero, such
remaining monies or property shall be distributed to the Certificateholders
on a pro rata basis based on the respective Certificate Principal Balances
held on the date the final Monthly Interest Distribution Amount was made on
the 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
Certificate Principal Balances.
(l) If on any Interest Distribution Date, the Advancing Party makes
an advance to the Trust pursuant to the Advancing Agreement, the Trustee
shall immediately deposit such
12
amount in the Distribution Account for distribution in accordance with
Section 10(a) on such Interest Distribution Date.
(m) If the Advancing Party Credit Event occurs, the Trustee will
use reasonable efforts to obtain a successor advancing party, which may be
any of the following Bank of New York, Bank One, SunTrust Bank and Wachovia
Trust Company, N. A. The Trustee will enter into an advancing agreement with
terms similar to the Advancing Agreement, except that the successor
advancing party will also be the successor to JPMSI, as calculation agent
under the Advancing Agreement and the successor party will be paid
Annualized Interest. Notwithstanding Section 10(a), if the Trustee cannot
appoint a successor advancing agent within 15 Business Days, distributions
of interest will be paid to Certificateholders in the amounts and on the
dates received by the Trustee.
(n) On each Interest Distribution Date the Trustee shall Deliver to
Edward D. Jones & Co., L.P. the Monthly Trustee's Tax Reporting Statement,
in the form of Exhibit D.
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 distributed to them and the disposition of all
Underlying Securities 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 Underlying Securities solely as specified
herein and in the Base Trust Agreement.
(b) The Trust is constituted solely for the purpose of acquiring
and holding the Underlying Securities. 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 Underlying Securities, 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
Underlying Securities, has the right to vote and give consents and waivers
in respect of such Underlying Securities as permitted by the Depositary and
except as otherwise limited by the Base Trust Agreement or this Series
Supplement. In the event that the Trustee receives a request from the
Depositary or an Underlying Securities Issuer for the Trustee's consent to
any amendment, modification or waiver of the applicable Underlying
Securities, or any document thereunder or
13
relating to such Underlying Securities, or receives any other
solicitation for any action with respect to any Underlying Securities, the
Trustee shall mail within two (2) Business Days 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 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 relative Certificate Principal
Balances) as the 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 or consent to any
matter which would alter the timing or amount of any then scheduled payment
on the Underlying Securities, including, without limitation, any demand to
accelerate the Underlying Securities, or which would result in the exchange
or substitution of any of the outstanding Underlying Securities whether or
not pursuant to a plan for the refunding or refinancing of such Underlying
Securities, except with the consent of the Certificateholders representing
100% of the aggregate Voting Rights of the Certificates and subject to the
requirement that such vote or consent would not, based on an opinion of
counsel, materially increase the risk that the Trust would fail to qualify
as a grantor trust for federal income tax purposes. The Trustee shall have
no liability for any failure to act 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. Payment of Additional Expenses of Trustee. The Trustee
---------- -----------------------------------------
shall be entitled to receive from the Trustor reimbursement for all (a)
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) and (b) up to $25,000
of non-recurring extraordinary expenses incurred by the Trustee on behalf
of the Trust in any one calendar year and any excess shall be reimbursed to
the Trustee from amounts on deposit in the Distribution Account. The Trustor
shall indemnify and hold harmless the 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 or as
a result of the execution of the Agreement or any related document
(including, but not limited to, the Advancing Agreement), the administration
of this trust or the performance of its duties thereunder. The Trustee shall
notify the Trustor promptly of any claim for which they may seek indemnity.
Failure by the Trustee to so notify the Trustor shall not relieve the
Trustor of its obligations hereunder. The Trustor need not reimburse any
expense or indemnify against any loss, liability or expense
14
incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith. The indemnities contained in this Section 13 shall
survive the resignation or termination of the Trustee or the termination of
this Agreement.
Failure by the Trustor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or
indemnification from the Trust, nor shall such failure release either the
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 in its individual capacity, and the
Trustee shall have no recourse against the Trust with respect thereto.
Section 14. Modification or Amendment. 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. Pursuant to Section 5 of this
Series Supplement, the Trustor may sell to the Trustee additional Underlying
Securities from time to time without violation or trigger of this Section 14.
Section 15. Accounting. Notwithstanding Section 3.16 of the Base
---------- ----------
Trust Agreement, no such accounting reports shall be required. The Trustee
agrees however to obtain, at the Trustor's direction and expense, a report
of an independent public accountant sufficient for the Trustor on behalf of
the Trust to satisfy its obligations with respect to certification
requirements under Rules 13a-14 and 15d-14 of the Exchange Act.
Section 16. No Investment of Amounts Received on Underlying
---------- -----------------------------------------------
Securities. All amounts received on or with respect to the Underlying
- ----------
Securities 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 Trustor, to Structured
Obligations Corporation, 270 Park Avenue, New York, New York 10017,
Attention: Chadwick Parson, or such other address as may hereafter be
furnished to the Trustee in writing by the Trustor, (ii) in the case of the
Trustee, to U.S. Bank National Association, 100 Wall Street, Suite 1600, New
York, New York 10005, Attention: Corporate Trust, facsimile number (212)
809-5459, or such other address as may hereafter be furnished to the Trustor
in writing by the Trustee and (iii) in the case of the Calculation Agent, to
J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017,
Attention: Michael J. Martin or such other address as may be furnished to
the Trustee in writing by the Calculation Agent.
(b) For purposes of delivering notices to the Rating Agency under
Section 10.07 of the Base Trust Agreement, Notice to Rating Agency, or
-----------------------
otherwise, such notices shall be
15
mailed or delivered as provided in such Section 10.07, Notice to Rating
----------------
Agency, to: Standard & Poor's Ratings Services, 55 Water Street, New York,
- ------
New York 10041; 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 trust,
directly to the registered holders of the Certificates thereof. Such notice
shall set forth (i) the identity of the issue of Underlying Securities, (ii)
the date and nature of such Payment Default or Acceleration, (iii) the
amount of the interest or principal in default relating to the Underlying
Securities, (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 Trustor to the Certificateholders
without charge to such Certificateholders.
Section 19. Access to Certain Documentation. Access to
---------- -------------------------------
documentation regarding the Underlying Securities 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 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, except the Advancing Party as provided in the Advancing
Agreement.
Section 21. Ratification of Agreement. With respect to the Series
---------- -------------------------
issued hereby, the Base Trust Agreement, 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.
16
Section 24. Certificate of Compliance. The Trustor shall deliver to
---------- -------------------------
the Trustee on or prior to March 15 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.
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 OBLIGATIONS CORPORATION
By: /s/ Beverly A. Freeney
------------------------
Authorized Signatory
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Chadwick S. Parson
------------------------
Responsible Officer
EXHIBIT A
IDENTIFICATION OF THE UNDERLYING SECURITIES AS OF CLOSING DATE
GE GLOBAL INSURANCE SECURITIES
- ------------------------------
Underlying Issuer: GE Global Insurance Holding Corporation
Underlying Securities: $3,000,000 7.00% Notes due February 15, 2026
Amount Originally Issued: $600,000,000
Interest Rate: 7.00%
Scheduled Payment Dates: February 15 and August 15
Scheduled Maturity: February 15, 2026
Rank: The GE Global Insurance Securities
are unsecured and rank on parity with
all other unsecured and unsubordinated
debt of GE Global Insurance Holding
Corporation.
Denominations: $1,000 and integral multiples thereof
Redemption: GE Global Insurance Securities are not
redeemable prior to maturity.
Events of Default: Failure to pay principal or premium
when due; failure to pay interest
when due for a period of 30 days;
breach of a covenant or warranty in
the indenture governing the GE Global
Insurance Securities which continues
for 60 days after receipt by GE Global
Insurance Holding Corporation of
notice from the trustee or holders of
not less than 25% of the aggregate
principal amount of the GE Global
Insurance Securities; and certain
events of bankruptcy, insolvency or
reorganization of GE Global Insurance
Holding Corporation.
Modification and Waiver: The indenture governing the GE Global
Insurance Securities may generally be
modified with the consent of the
holders of 66 2/3% in aggregate
principal amount of each affected
series of debt securities issued
under the indenture governing the GE
Global Insurance Securities; provided
that the consent of each holder of
each affected series is needed to
modify certain payment provisions of
the indenture governing the GE Global
Insurance Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 36158FAA8
Underlying Securities Prospectus: The GE Global Insurance Securities
Prospectus Supplement dated February
21, 1996 to the accompanying GE
Global Insurance Securities Prospectus
dated February 8, 1996.
Registration Statement: 333-80193
Standard & Poor's Rating: A-
DELPHI SECURITIES
- -----------------
Underlying Issuer: Delphi Automotive Systems Corporation
Underlying Securities: $3,000,000 7.125% Debentures due May 1, 2029
Amount Originally Issued: $500,000,000
Interest Rate: 7.125%
Scheduled Payment Dates: May 1 and November 1
Scheduled Maturity: May 1, 2029
Rank: The Delphi Securities are unsecured and rank
on parity with all other unsecured and
unsubordinated debt of Delphi Automotive
Systems Corporation.
Denominations: $1,000 and integral multiples thereof.
Optional Redemption: The Delphi Securities are redeemable, as a
whole or in part, at the option of Delphi
Automotive Systems Corporation. The redemption
price shall be equal the greater of (x) 100%
of the principal amount of Delphi Securities
to be redeemed and (y) the sum of the
present values of the remaining scheduled
payments of principal and interest on the
Delphi Securities, discounted on a semiannual
basis at a rate equal to the sum of a specified
treasury rate and 25 basis points, plus, in
each case, accrued interest to the redemption
date.
Tax Redemption: The Delphi Securities are redeemable if
certain changes involving United States taxation
occur which could require Delphi Automotive
Systems Corporation to pay additional amounts
on the Delphi Securities. Upon the
occurrence of any such event, Delphi
Automotive Systems Corporation may
redeem the Delphi Securities in
whole, but not in part. The redemption
price is 100% of the principal amount
of the Delphi Securities to be redeemed plus
accrued interest to the date of the redemption.
Events of Default: Failure to pay principal or premium
when due; failure to pay interest or
additional amounts due for a period
of 30 days; breach of a covenant in
the indenture governing the Delphi
Securities which continues for 90
days after notice provided for in the
indenture governing the
2
Delphi Securities; default by Delphi
Automotive Systems Corporation or any
significant subsidiary in any payment
of $25,000,000 or more of principal
of or interest on any debt or in the
payment of $25,000,000 or more on any
guarantee of debt beyond any
applicable grace period; and certain
events of bankruptcy, insolvency or
reorganization of Delphi
Automotive Systems Corporation.
Modification and Waiver: The indenture governing the Delphi
Securities may generally be modified
with the consent of the holders of at
least a majority in aggregate
principal amount of the outstanding
debt securities of all affected
series issued under the indenture
governing the Delphi Securities;
provided that the modification does
not change certain payment provisions
of the indenture governing the Delphi
Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 247126AC9
Underlying Securities Prospectus: The Delphi Securities Prospectus Supplement
dated April 28, 1999 to the accompanying
Delphi Securities Prospectus dated
March 30, 1999.
Registration Statement: 333-73285
Standard & Poor's Rating: BBB-
DOW CHEMICAL SECURITIES
- -----------------------
Underlying Issuer: The Dow Chemical Company
Underlying Securities: $3,000,000 7.375% Debentures due November 1, 2029
Amount Originally Issued: $1,000,000,000
Interest Rate: 7.375%
Scheduled Payment Dates: May 1 and November 1
Scheduled Maturity: November 1, 2029
Rank: The Dow Chemical Securities are
unsecured and rank on parity with all
other unsecured and unsubordinated
debt of The Dow Chemical Company.
Denominations: $1,000 and integral multiples thereof
Redemption: The Dow Chemical Securities are not redeemable
prior to maturity.
3
Events of Default: Failure to pay principal when due;
failure to pay interest when due for
a period of 30 days; breach of a
covenant or warranty in the indenture
governing the Dow Chemical Securities
which continues for 90 days after
receipt by The Dow Chemical Company
of notice from holders of not less
than 25% of the aggregate principal
amount of the Dow Chemical Securities;
and certain event of bankruptcy,
insolvency or reorganization of the
issuer.
Modification and Waiver: The indenture governing the Dow
Chemical Securities may generally be
modified with the consent of the
holders of a majority of the
aggregate principal amount of the Dow
Chemical Securities; provided that
the consent of 100% the holders of
the Dow Chemical Securities is needed
to modify certain payment provisions
of the indenture governing the Dow
Chemical Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 260543BJ1
Underlying Securities Prospectus: The Dow Chemical Securities Prospectus
Supplement dated November 4, 1999 to the
accompanying Dow Chemical Securities
Prospectus dated October 19, 1999
Registration Statement: 333-88617
Standard & Poor's Rating: A-
DAIMLERCHRYSLER SECURITIES
- --------------------------
Underlying Issuer: DaimlerChrysler North America Holding
Corporation
Underlying Securities: $3,000,000 8.50% Notes due January 18, 2031
Guarantee: The payment of principal and premium,
if any, of and interest on the
DaimlerChrysler Securities is
guaranteed by DaimlerChrysler AG, the
parent company of DaimlerChrysler North
America Holding Corporation.
Amount Originally Issued: $1,500,000,000
Interest Rate: 8.50%
Scheduled Payment Dates: January 18 and July 18
Scheduled Maturity: January 18, 2031
Rank: The DaimlerChrysler Securities are
unsecured and unsubordinated and rank
on parity with all other unsecured
and unsubordinated debt of
DaimlerChrysler North America Holding
Corporation.
Denominations: $1,000 and integral multiples thereof
4
Redemption: The DaimlerChrysler Securities are not
redeemable prior to maturity unless
certain changes involving United States
taxation occur which could require
DaimlerChrysler North America Holding
Corporation or DaimlerChrysler AG to pay
additional amounts on the DaimlerChrysler
Securities. Upon the occurrence of any
such event, DaimlerChrysler North
America Holding Corporation may redeem
the DaimlerChrysler Securities in
whole, but not in part. The redemption
price is 100% of the principal amount
of the DaimlerChrysler Securities to be
redeemed plus accrued interest to
the date of the redemption.
Events of Default: Failure to pay principal when due and
such default continues for five
business days; failure to pay
interest when due for a period of 30
days; breach of a covenant or
warranty in the indenture governing
the DaimlerChrysler Securities which
continues for 90 days after notice
provided for in the indenture
governing the DaimlerChrysler
Securities; acceleration of any other
notes or bonds of DaimlerChrysler
North America Holding Corporation or
DaimlerChrysler AG in an aggregate
principal amount exceeding
$50,000,000; and certain events of
bankruptcy, insolvency or
reorganization of DaimlerChrysler
North America Holding Corporation or
DaimlerChrysler AG.
Modification and Waiver: The indenture governing the
DaimlerChrysler Securities may
generally be modified with the
consent of the holders of a majority
in principal amount of the debt
securities; provided that the consent
of each holder of the affected debt
securities is needed to modify
certain payment provisions of the
indenture governing the
DaimlerChrysler Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 233835AQ0
Underlying Securities Prospectus: The DaimlerChrysler Securities
Prospectus Supplement dated January 11,
2001 to the accompanying Daimler
Chrysler Securities Prospectus dated
January 11, 2001.
Registration Statement: 333-10366 and 333-11306
Standard & Poor's Rating: BBB+
EOP SECURITIES
- --------------
Underlying Issuer: EOP Operating Limited Partnership
Underlying Securities: $3,000,000 7.875% Notes due July 15, 2031
5
Guarantee: The payment of principal, premium and
interest on the EOP Securities is
fully and unconditionally guaranteed
by Equity Office Properties Trust,
the general partner of EOP Operating
Limited Partnership. As of the date
of the EOP Securities Prospectus
Supplement, the sole asset of Equity
Office Properties Trust was its
investment in EOP Operating Limited
Partnership.
Amount Originally Issued: $300,000,000
Interest Rate: 7.875%
Scheduled Payment Dates: January 15 and July 15
Scheduled Maturity: July 15, 2031
Rank: The EOP Securities are unsecured and
unsubordinated and rank on parity with
all other unsecured and unsubordinated
debt of EOP Operating Limited
Partnership.
Denominations: $1,000 and integral multiples thereof
Optional Redemption: The EOP Securities are redeemable, as a
whole or in part, at the option of EOP
Operating Limited Partnership. The
redemption price shall be equal to the
sum of (x) 100% of the principal amount
of EOP Securities to be redeemed plus
accrued interest to the date fixed for
redemption and (y) the excess, if any,
of (1) the aggregate present value, as
of the date of such redemption, of each
dollar of principal of the EOP
Securities being redeemed plus interest
(exclusive of interest accrued to the
date of redemption) that would have
accrued if such redemption had not been
made, discounted on a semiannual basis
at a rate equal to the sum of 0.30% plus
the arithmetic mean of certain treasury
yields over (2) the aggregate amount of
the EOP Securities being redeemed.
Tax Redemption: The EOP Securities are redeemable, as
a whole and not in part, at the
option of EOP Operating Limited
Partnership, if at any time EOP
Operating Limited Partnership becomes
obligated to pay additional amounts
on any of the notes issued under the
indenture governing the EOP
Securities. The redemption price
shall be equal to 100% of the
principal amount of EOP Securities to
be redeemed plus accrued interest to
the redemption date.
Events of Default: Failure to pay principal provided for in
the indenture governing the EOP
Securities or any premium when due;
failure to pay interest or any
additional amounts when due for a period
of 30 days; breach of a covenant or
warranty in the indenture governing the
EOP Securities which continues for 60
days after notice provided for in the
indenture governing the EOP Securities;
default by EOP Operating Limited
Partnership in the payment of an
aggregate principal amount exceeding
$3,000,000 of any
6
evidence of recourse indebtedness or any
mortgage, indenture or other instrument
under which such indebtedness is issued
or by which such indebtedness is
secured; and certain events of
bankruptcy, insolvency or reorganization
of EOP Operating Limited Partnership or
any significant subsidiary thereof.
Modification and Waiver: The indenture governing the EOP
Securities may generally be modified
with the consent of the holders of a
majority in aggregate principal
amount of each series of outstanding
debt securities issued under the
indenture governing the EOP
Securities; provided that the consent
of each holder of each affected
series is needed to modify certain
payment provisions of the indenture
governing the EOP Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 268766BV3
Underlying Securities Prospectus: The EOP Securities Prospectus
Supplement dated July 11, 2001 to the
accompanying EOP Securities
Prospectus dated June 20, 2001.
Registration Statement: 333-58976-01
Standard & Poor's Rating: BBB+
CINGULAR WIRELESS SECURITIES
- ----------------------------
Underlying Issuer: Cingular Wireless LLC
Underlying Securities: $3,000,000 7.125% Notes due 2031
Amount Originally Issued: $750,000,000
Interest Rate: 7.125%
Scheduled Payment Dates: June 15 and December 15
Scheduled Maturity: December 15, 2031
Rank: The Cingular Wireless Securities are
unsecured and rank on parity with all
other unsecured and unsubordinated debt
of Cingular Wireless LLC.
Denominations: $1,000 and integral multiples thereof
Redemption: The Cingular Wireless Securities are
redeemable, as a whole or in part, at
the option of Cingular Wireless LLC. The
redemption price shall be equal to the
greater of (x) 100% of the principal
amount of Cingular Wireless Securities
to be redeemed and (y) the sum of the
present values of the remaining
scheduled payments of principal
7
and interest on the Delphi Securities,
discounted on a semiannual basis at a
rate equal to the sum of a specified
treasury rate and 30 basis points, plus,
in each case, accrued interest to the
redemption date.
Events of Default: Failure to pay principal or any premium
when due; failure to pay interest when
due for a period of 90 days; breach of a
covenant or warranty in the indenture
governing the Cingular Wireless
Securities which continues for 90 days
after receipt by Cingular Wireless LLC
of notice from the trustee or holders of
not less than 25% of the aggregate
principal amount of the Cingular
Wireless Securities; and certain events
of bankruptcy, insolvency or
reorganization of the issuer.
Modification and Waiver: The indenture governing the Cingular
Wireless Securities may generally be
modified with the consent of the holders
of a majority of the aggregate principal
amount of the Cingular Wireless
Securities; provided that the consent of
100% the holders of the Cingular
Wireless Securities is needed to modify
certain payment provisions of the
indenture governing the Cingular
Wireless Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 17248RAJ5
Underlying Securities Prospectus: The Cingular Wireless Securities
Prospectus dated July 26, 2002
Registration Statement: 333-81342
Standard & Poor's Rating: A+
GECC SECURITIES
- ---------------
Underlying Issuer: General Electric Capital Corporation
Underlying Securities: $3,000,000 6.75% Global Medium-Term Notes,
Series A due March 15, 2032
Amount Originally Issued: $3,000,000,000
Interest Rate: 6.75%
Scheduled Payment Dates: March 15 and September 15
Scheduled Maturity: March 15, 2032
Rank: The GECC Securities are unsecured and
rank on parity with all other
unsecured unsubordinated debt of
General Electric Capital Corporation.
8
Denominations: $1,000 and integral multiples thereof
Redemption: The GECC Securities are redeemable, as a
whole or in part, at the option of
General Electric Capital Corporation.
The redemption price shall be equal the
greater of (x) 100% of the principal
amount of GECC Securities to be redeemed
and (y) the sum of the present values of
the remaining scheduled payments on
principal on the GECC Securities,
discounted on a semiannual basis at a
rate equal to the sum of a specified
treasury rate and 20 basis points, plus,
in each case, accrued interest to the
redemption date.
Events of Default: Failure to pay principal or premium;
failure to pay interest for a period
of 30 days; breach of a covenant in
the indenture governing the GECC
Securities which continues for 60
days after written notice provided
for in the indenture governing the
GECC Securities; failure by General
Electric Capital Corporation to pay
principal at maturity on any other
outstanding debt within 10 days of
notice of such default; and certain
events of bankruptcy, insolvency or
reorganization of General Electric
Capital Corporation.
Modification and Waiver: The indenture governing the GECC
Securities may generally be modified
with the consent of the holders of
2/3rds of the aggregate principal
amount of the debt securities issued
under the indenture governing the
GECC Securities; provided that the
consent of 100% of such holders is
needed to modify certain payment
provisions of the indenture governing
the GECC Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 36962GXZ2
Underlying Securities Prospectus: The GECC Securities Pricing
Supplement dated March 13, 2002 to
GECC Securities Prospectus Supplement
dated September 5, 2001 to the
accompanying Prospectus dated
August 31, 2001.
Registration Statement: 333-66560
Standard & Poor's Rating: AAA
GOLDMAN SACHS SECURITIES
- ------------------------
Underlying Issuer: The Goldman Sachs Group, Inc.
Underlying Securities: $3,000,000 6.125% Notes, due February 15, 2033
9
Amount Originally Issued: $2,000,000,000
Interest Rate: 6.125%
Scheduled Payment Dates: February 15 and August 15
Scheduled Maturity: February 15, 2033
Rank: The Goldman Sachs Securities are
unsecured and rank on parity with all
other unsecured and unsubordinated
debt of The Goldman Sachs Group, Inc.
Denominations: $1,000 and integral multiples thereof.
Optional Redemption: The Goldman Sachs Securities are
redeemable, as a whole or in part, at
the option of The Goldman Sachs Group,
Inc. The redemption price shall be equal
the greater of (x) 100% of the principal
amount of Goldman Sachs Securities to be
redeemed and (y) the sum of the present
values of the remaining scheduled
payments on principal on the Goldman
Sachs Securities, discounted on a
semiannual basis at a rate equal to the
sum of a specified treasury rate and 20
basis points, plus, in each case,
accrued interest to the redemption date.
Tax Redemption: The Goldman Sachs Securities are
redeemable, as a whole and not in
part, at the option of The Goldman
Sachs Group, Inc., if at any time The
Goldman Sachs Group, Inc. becomes
obligated to pay additional amounts
on any of the notes issued under the
indenture governing the Goldman Sachs
Securities. The redemption price
shall be equal to 100% of the
principal amount of Goldman Sachs
Securities to be redeemed plus
accrued interest to the redemption date.
Events of Default: Failure to pay principal or premium
when due; failure to pay interest for
a period of 30 days; breach of a
covenant in the indenture which
continues for 60 days after notice
provided for in the indenture
governing the Goldman Sachs
Securities; and certain events of
bankruptcy or insolvency of The
Goldman Sachs Group, Inc.
Modification and Waiver: The indenture governing the Goldman
Sachs Securities may generally be
modified with the consent of the
holders of at least a majority in
aggregate principal amount of each
affected series of outstanding debt
securities issued under the indenture
governing the Goldman Sachs
Securities; provided that the consent
of the each holder of each affected
series is needed to modify certain
payment provisions of the indenture
governing the Goldman Sachs Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
10
CUSIP: 38141GCU6
Underlying Securities Prospectus: The Goldman Sachs Securities Prospectus
Supplement dated February 6, 2003 to the
accompanying Goldman Sachs Securities
Prospectus dated June 25, 2001.
Registration Statement: 333-63082
Standard & Poor's Rating: A+
CITIGROUP SECURITIES
- --------------------
Underlying Issuer: Citigroup Inc.
Underlying Securities: $3,000,000 5.875% Subordinated Notes due
February 22, 2033
Amount Originally Issued: $1,000,000,000
Interest Rate: 5.875%
Scheduled Payment Dates: February 22 and August 22
Scheduled Maturity: February 22, 2033
Rank: The Citigroup Securities are
unsecured and rank junior to
Citigroup Inc.'s senior indebtedness
and on parity with all other
unsecured subordinated debt of
Citigroup Inc.
Denominations: $1,000 and integral multiples thereof.
Redemption: The Citigroup Securities are not
redeemable prior to maturity unless
certain changes involving United States
taxation occur which could require
Citigroup Inc. to pay additional amounts
on the Citigroup Securities. Upon the
occurrence of any such event, Citigroup
Inc. may redeem the Citigroup Securities
in whole, but not in part. The
redemption price is 100% of the
principal amount of the securities to be
redeemed plus accrued interest to the
date of the redemption.
Events of Default: Failure to pay principal when due;
failure to pay interest for a period
of 30 days; breach of a covenant in
the indenture which continues for 90
days after notice provided for in the
indenture governing the Citigroup
Securities; and certain events of
bankruptcy or insolvency of Citigroup Inc.
Modification and Waiver: The indenture governing the Citigroup
Securities may generally be modified
with the consent of the holders of at
least a majority in aggregate
principal amount of the outstanding
subordinated debt securities of all
affected series issued under the
indenture governing the
11
Citigroup Securities; provided that the
consent of each affected holder is
needed to modify certain payment
provisions of the indenture governing
the Citigroup Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 172967BU4
Underlying Securities Prospectus: The Citigroup Securities Prospectus
Supplement dated February 11, 2003 to
the accompanying Citigroup Securities
Prospectus dated January 29, 2003.
Registration Statement: 333-102206
Standard & Poor's Rating: A+
VERIZON MARYLAND SECURITIES
- ---------------------------
Underlying Issuer: Verizon Maryland Inc.
Underlying Securities: $3,000,000 5.125% Debentures, Series B,
due June 15, 2033
Amount Originally Issued: $350,000,000
Interest Rate: 5.125%
Scheduled Payment Dates: June 15 and December 15
Scheduled Maturity: June 15, 2033
Rank: The Verizon Maryland Securities are
unsecured and rank on parity with all
other unsecured and unsubordinated debt
of Verizon Maryland Inc.
Denominations: $1,000 and integral multiples thereof.
Redemption: The Verizon Maryland Securities are
redeemable, as a whole or in part, at
the option of Verizon Maryland Inc. The
redemption price shall be equal to the
greater of (x) 100% of the principal
amount of Verizon Maryland Securities to
be redeemed and (y) the sum of the
present values of the remaining
scheduled payments on principal on the
Verizon Maryland Securities, discounted
on a semiannual basis at a rate equal to
the sum of a specified treasury rate and
30 basis points, plus, in each case,
accrued interest to the redemption date.
Events of Default: Failure to pay principal or premium
when due; failure to pay interest for
a period of 30 days; breach of a
12
covenant in the indenture which
continues for 90 days after notice
provided for in the indenture
governing the Verizon Maryland
Securities; and certain events of
bankruptcy or insolvency of Verizon
Maryland Inc.
Modification and Waiver: The indenture governing the Verizon
Maryland Securities may generally be
modified with the consent of the
holders of at least a majority in
aggregate principal amount of the
outstanding debt securities of all
affected series issued under the
indenture governing the Verizon
Maryland Securities; provided that
the consent of each affected holder
is needed to modify certain payment
provisions of the indenture governing
the Verizon Maryland Securities.
Currency of Denomination: U.S. dollars
Form: Book-Entry
CUSIP: 92344WAB7
Underlying Securities Prospectus: The Verizon Maryland Securities
Prospectus Supplement dated June 11,
2003 to the accompanying Verizon
Maryland Securities Prospectus dated
June 11, 2003.
Registration Statement: 333-63886
Standard & Poor's Rating: A+
13
EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Maximum Number of Select Notes Trust, Up to 34,085
Series Long Term Certificates 2003-4
Aggregate Principal Amount $34,085,000
of Select Notes Trust, Series Long Term
Certificates 2003-4:
Authorized Denomination: $1,000 and integral multiples thereof
Rating Agency: Standard & Poor's Ratings Services
Closing Date: September 26, 2003
Distribution Dates: The 15th day of each month, except if
such day is not a Business Day, then
the next Business Day, commencing
November 17, 2003.
Pass-Through Rate: Initially, 5.90%
Maturity Date: June 15, 2033
Record Date: With respect to any Distribution Date,
the day immediately preceding such
Distribution Date.
Initial Certificate Registrar: U.S. Bank National Association
Corporate Trust Office: U.S. Bank National Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Corporate Trust Department,
Regarding Select Income Trust,
Series 2003-4
14
EXHIBIT C
FORM OF CERTIFICATES
THIS 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
TRUSTOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
UNLESS THIS 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 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 R-1 [ ] Certificates
CUSIP $34,085,000 Certificate Principal Amount
SELECT NOTES TRUST,
LONG TERM CERTIFICATES SERIES 2003-4
evidencing an undivided interest in the Trust, as defined below, the assets
of which include primarily the Underlying Securities and the rights of the
Trustee under the Advancing Agreement.
This Certificate does not represent an interest in or obligation of the
Trustor or any of its affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in Select Notes
Trust LT 2003-4 (the "Trust") formed by Structured Obligations Corporation,
as Trustor (the "Trustor").
The Trust was created pursuant to a Base Trust Agreement, dated as
of April 2, 2002 (as amended and supplemented, the "Agreement"), between the
Trustor and U.S. Bank National Association, a national banking association,
not in its individual capacity but solely as Trustee (the "Trustee"), as
supplemented by the Select Notes Trust LT 2003-4 Series Supplement, dated as
of September 26, 2003 (the "Series Supplement" and, together with the
Agreement, the "Trust Agreement"), between the Trustor and the Trustee. This
Certificate does not purport to
15
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust
Agreement may be obtained from the Trustee by written request sent to the
Corporate Trust Office. Capitalized terms used but not defined herein have
the meanings assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates
designated as "SELECT NOTES TRUST(SM), LONG TERM CERTIFICATES SERIES 2003-4"
(herein called the "Certificate" or "Certificates"). This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.
The assets of the Trust include the Underlying Securities and Treasury
Securities and all proceeds of the Underlying Securities and Trust
Securities. Additional Underlying Securities and Treasury Securities may be
sold to the Trustee and additional Certificates may be authenticated and
delivered from time to time as provided in the Trust Agreement, which
additional Certificates shall rank pari passu with all other 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 Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest
in the interest and principal, if any to be distributed on such Distribution
Date. The distributions in respect of this 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
Trust Agreement.
It is the intent of the Trustor and the 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. Except as
otherwise required by appropriate taxing authorities, the Trustor and the
Trustee, by executing the Trust Agreement, and each Certificateholder, by
acceptance of a Certificate, agrees to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes
as interests in a grantor trust and the provisions of the Trust Agreement
shall be interpreted to further this intention of the parties.
Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such 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 Trustor to
invoke the process of any court or governmental authority for the purpose of
commencing or sustaining a case against the Trustor 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 Trustor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trustor.
The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the
Certificates.
16
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Trustee by manual signature, this
Certificate shall not entitle the Holder hereof to any benefit under the
Trust Agreement or be valid for any purpose.
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 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.
17
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed and authenticated by its manual or facsimile signature.
U.S. BANK NATIONAL ASSOCIATION, not in its
individual capacity but solely as Trustee
and Authenticating Agent
By:
---------------------------------------
Authorized Signatory
18
EXHIBIT D
FORM OF SELECT NOTES TRUST LT 2003-4
MONTHLY TRUSTEE'S TAX REPORTING STATEMENT
1. Amount of interest income received by the Select Notes Trust LT 2003-4
(the "Trust") during the period commencing on the day after the [ ] Interest
Distribution Date to and including the [ ] Interest Distribution Date is
$[ ] (the Certificateholder's pro rata portion of this amount is the amount to
be included on such Certificateholder's Form 1099).
a. Per Certificate held amount of interest income to be included on
Form 1099 for the year ended December 31, [ ] is $[ ] (line 1 divided by
line 7).
2. Total of all interest distributed to Certificateholders during the period
commencing on the day after the [ ] Interest Distribution Date to and
including the [ ] Interest Distribution Date is $[ ].
3. Total amount of advances made to the Trustee on the [ ] Interest
Distribution Date is $[ ].
a. The date and amount of each advance
4. Total amount of advances repaid to the Advancing Party during the period
commencing on the day after the [ ] Interest Distribution Date to and
including the [ ] Interest Distribution Date is $[ ].
a. The date and amount of each repayment of Advances
5. Net [advances][repayments] made during the period commencing on the day
after the [ ] Interest Distribution Date to and including the [ ] Interest
Distribution Date is $[ ] (line 3 minus line 4).
6. Total amount of interest expense paid to Advancing Party on the [ ]
Interest Distribution Date is $[ ] (the Certificateholder's pro rata portion
of this amount should be included in a footnote to such Certificateholder's
Form 1099 indicating that such amount should constitute investment
indebtedness interest, which can be deducted by non corporate taxpayers to
the extent of net investment income).
a. Per Certificate held amount of interest expense to be included
in the footnote to Form 1099 for the year ended December 31, [ ] is
$[ ] (line 6 divided by line 7).
7. Total number of Certificates outstanding is [ ].
8. Payments made on Underlying Securities and Treasury Securities during the
period commencing on the day after the [ ] Interest Distribution Date to and
including the [ ] Interest Distribution Date.
a. Amount and date of payment of interest on each Underlying
Security
b. Amount and date of payment of principal on each
Underlying Security
c. Amount and date of payment of Treasury Securities
EXHIBIT E
FORM OF UCC-1 FINANCING STATEMENT
On File with the Trustee
SCHEDULE 1
2003-4 Schedule of Accrued Interest
- -------------------------------------------------------------------------------
Bond Interest Payment Date Accrued Amount
Payable to J.P. Morgan
Securities Inc.
- -------------------------------------------------------------------------------
Delphi Automotive November 1, 2003 86,093.75
Dow Chemical November 1, 2003 89,114.58
Cingular Wireless December 15, 2003 59,968.75
Verizon Maryland December 15, 2003 42,708.33
EOP Operating LP January 15, 2004 46,593.75
DaimlerChrysler January 18, 2004 48,166.67
GE Global Insurance February 15, 2004 23,916.67
Goldman Sachs February 15, 2004 20,927.08
Citigroup February 22, 2004 16,645.83
General Electric Capital Corp. March 15, 2004 6,187.50
- -----------------------------------------------------------------------------
Total 440,322.92