As filed with the Securities and Exchange Commission on January 21, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
Pursuant to Section 8(b) of the Investment Company Act of 1940
STAR LANE TRUST
NOT THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES
EXPLANATORY NOTE: This Registration Statement has been filed by Star Lane Trust
pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the
"1940 Act"). However, beneficial interests in Star Lane Trust are not being
registered under the Securities Act of 1933, as amended (the "1933 Act"), since
such interests will be issued by Star Lane Trust solely in private placement
transactions which do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act or are otherwise not subject to registration under
the 1933 Act. This Registration Statement does not constitute an offer to sell,
or the solicitation of an offer to buy, any beneficial interests in the
Registrant.
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue
Service Employer Identification Number. (According to security
designation or otherwise, if the trust does not have or does not
transact business under any other designation.)
Star Lane Trust (the "Trust")
EIN: 43-6839335
(b) Furnish title of each class or series of securities
issued by the trust.
The Trust issues only one class of securities named "units of
beneficial interest" ("Unit").
2. Furnish name and principal business address and zip code and
the Internal Revenue Service Employer Identification
Number of each depositor of the trust.
Star Lane Holdings Trust Statutory Trust (the "Depositor")
11901 Olive Boulevard
St. Louis, Missouri 63141
Attn. Annette R. Carson
EIN: 43-1872962
3. Furnish name and principal business address and zip code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
First Bank (the "Trustee")
11901 Olive Boulevard
St. Louis, Missouri 63141
Attn. Lisa K. Vansickle
EIN: 43-0231490
4. Furnish name and principal business address and zip code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
None. The Trust's initial issuance of Units was not subject to the
registration requirements under the Securities Act of 1933 ("1933
Act"). The Trustee of the Trust is the sole holder of the equity
interests in the Depositor. After issuance to Unitholders, Depositor
will hold 100% of the Units issued by the Trust. The Depositor will
transfer some of the Units to certain employees, or members of their
immediate families, of First Banks, Inc., its subsidiaries and
affiliates. Reference is made to the information provided in the answer
to Item 35 below.
5. Furnish name of state or other sovereign power, the laws of
which govern with respect to the organization of the trust.
State of New York.
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6. (a) Furnish the date of execution and termination of any indenture
or agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities. (If individual
indentures or agreements are entered into with security holders, so
state and furnish the date of the first such indenture or agreement.)
The Trust Indenture and Agreement by and among Star Lane Holdings Trust
Statutory Trust, a Connecticut Statutory Trust, as Depositor, First
Bank, a Missouri state bank, as Trustee, and First Bank, in its
individual capacity (the "Indenture"), under the terms of which the
Trust was created and securities were issued, is filed as Exhibit A(1)
hereto. The Indenture was entered into on January 10, 2000. The
Indenture provides that in no event shall the Trust continue beyond
December 31 of the year following the fifteenth anniversary of the
execution of the Indenture.
An agreement ("Agreement") was entered into between the Depositor and
the Trust on January 21, 2000 pursuant to which the Depositor conveyed
to the Trust securities which currently make up all the underlying
securities of the Trust in exchange for 1,120,000 Units which currently
represent 100% of the undivided fractional interests in the Trust. The
Depositor will transfer some of the Units to certain employees, or
members of their immediate family, of First Banks, Inc., its
subsidiaries and affiliates. Reference is made to the information
provided in the answer to Item 35 below.
(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect, pursuant to which the
proceeds of payments on securities issued or to be issued by the trust
are held by the custodian or trustee.
None, except as set forth in Item 6(a).
7. Furnish in chronological order the following information with
respect to each change of name of the trust since January 1, 1930. If
the name has never been changed, so state.
Former Name: Approximate Date of Change:
The name of the Trust has never been changed.
8. State the date on which the fiscal year of the trust ends.
The fiscal year end for the Trust will end on December 31 of each year.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material
with respect to the security holders of the trust by reason of the
nature of the claim or the amount thereof, to which the trust, the
depositor, or the principal underwriter is a party or of which the
assets of the trust are the subject, including the substance of the
claims involved in such proceeding and the title of the proceeding.
Furnish a similar statement with respect to any pending administrative
proceeding commenced by a governmental authority or any such proceeding
or legal proceeding known to be contemplated by a governmental
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authority. Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
None.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST
AND THE RIGHTS OF HOLDERS
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or
bearer type.
Registered.
(b) Whether the securities are of the cumulative or
distributive type.
Distributive.
(c) The rights of security holders with respect to
withdrawal or redemption.
See answer to Item 10(d), below.
(d) The rights of security holders with respec to
conversion, transfer, partial redemption, and similar
matters.
(A) TRANSFER OF UNITS
The Units will be issued in a transaction not subject to, or is exempt
from, registration under the 1933 Act and, therefore, may not be
transferred to any person other than the Depositor without an opinion
of counsel to the Trustee to the effect that the transfer can be made
without registration under the 1933 Act. Upon receipt by the Trustee at
the Trustee's Office of a written instrument or instruments of transfer
in a form satisfactory to the Trustee and executed by the Unitholder or
his authorized attorney, together with the opinion referred to in the
first sentence of this paragraph, the Trustee shall register the
transferred Units in the name of the transferee. If the Units are
registered under the 1933 Act pursuant to Section 7.07 of the
Indenture, the above-referenced opinion shall not be required in order
for the Trustee to effect the transfer of Units. The Trustee shall
treat the person in whose name any Unit is registered upon the books of
the Trust as the owner of such Unit for all purposes hereunder, and the
Trustee shall not be affected by any notice to the contrary, nor be
liable to any person or in any way for so deeming and treating the
person in whose name any Unit shall be so registered.
All Units canceled pursuant to the Indenture shall be disposed of by
the Trustee without liability on its part.
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A sum sufficient to pay any tax or other governmental charge that may
be imposed in connection with any such transfer or interchange shall be
paid by the Unitholder to the Trustee. The Trustee may require a
Unitholder to pay $2.00 for each new Certificate issued on any such
transfer or interchange.
(B) REDEMPTION REQUESTS
All Unitholders must make their redemption requests in writing
to the Trustee at the Trustee's Office and may do so by completing the
form set forth as Appendix C to the Indenture. Any proper request for
redemption will be effected by the Trustee on or before the seventh
calendar day following the Trustee's receipt of such a request for
redemption ("Redemption Date"). Subject to payment by any redeeming
Unitholder of any tax or other governmental charges that may be imposed
thereon, such redemption is to be made by payment on the Redemption
Date of a single Unit's value multiplied by the number of Units
redeemed by the Unitholder ("Redemption Price") calculated as of 4:00
p.m. EST on the day on which the proper request for redemption is made.
Unit redemption requests received by the Trustee on any day after 4:00
p.m. EST will be treated by the Trustee as received on the next day on
which the Trustee is open for business and will be deemed to have been
received on such day for redemption at the Redemption Price computed on
that day. Unitholders may request an in-kind distribution of a pro-rata
portion of the Securities represented by their Units. The Depositor
shall determine whether to honor such request for an in-kind
distribution or to pay such redemption in cash as provided in this Item
10(d)(B).
(C) DEPOSITOR'S OPTION TO PURCHASE UNITS FROM UNITHOLDERS
Not later than the close of business on the day a proper request for
redemption in the manner provided for in Item 10(d)(B) above, by a
Unitholder other than the Depositor is received, the Trustee must
notify the Depositor of such request. The Depositor has the right to
purchase such Units by notifying the Trustee of its election to make
such purchase as soon as practicable thereafter but in no event
subsequent to the close of business on the day on which the request for
redemption of such Units was received. Such purchase shall be made by
payment for such Units by the Depositor to the Unitholder not later
than the close of business on the Redemption Date of an amount equal to
the Redemption Price that would otherwise be payable by the Trustee to
such Unitholder.
Any Unit so purchased by the Depositor may at its option be tendered to
the Trustee for redemption at the Trustee's Office in the manner
provided in Item 10(d)(B) above.
(D) PAYMENT FOR REDEMPTIONS
If the Depositor does not elect to purchase a Unit or Units tendered to
the Trustee for redemption, or if a Unit or Units are tendered by the
Depositor for redemption, that portion of the Redemption Price that
represents undistributed interest will be withdrawn from the Trust's
interest account ("Interest Account") to the extent available and
applied as payment of the Redemption Price. The balance to be paid on
any redemption shall be withdrawn from the Trust's principal account
("Principal Account") to the extent that funds are available for such
purpose and applied as payment of the Redemption Price. If moneys in
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the Principal Account are insufficient, the Trustee will sell such of
the Securities currently designated for such purposes by the Depositor
as the Trustee in its sole discretion shall deem necessary and shall
apply the proceeds as payment of the Redemption Price. Given the
minimum principal amount in which certain Securities may be required to
be sold, the proceeds of such sales may exceed the amount necessary for
payment of Units redeemed. Such excess proceeds shall be distributed
pro rata to all remaining Unitholders of record.
The Depositor will maintain with the Trustee a current list of
Securities held in the Trust designated to be sold for the purpose of
redemption of Units and not purchased by the Depositor, provided that
if the Depositor for any reason fails to maintain such a list, the
Trustee, in its sole discretion, may designate a current list of
Securities for such purposes. The net proceeds of any sales of
Securities from such list representing principal will be credited to
the Principal Account and the proceeds of such sales representing
accrued interest, if any, but not accrued original issue discount, if
any, will be credited to the Interest Account.
Sales of Securities shall be made in the manner the Trustee determines
will bring the best price obtainable for the Trust provided, however,
that sales will provide the Trustee with funds in an amount sufficient
and at the time necessary in order for it to pay the Redemption Price
of Units tendered for redemption, regardless of whether or not a better
price could be obtained if the Securities were sold without regard for
the day on which the proceeds of such sale would be received. The
Trustee will not be liable or responsible in any way for depreciation
or loss incurred by reason of any sale of Securities made as described
in this Item 10(d)(D).
(E) SUSPENSION OF RIGHT OF REDEMPTION
The Trustee may in its discretion, and must when so directed by the
Depositor, suspend the right of redemption for Units or postpone the
date of payment of the Redemption Price beyond the Redemption Date: (1)
for any period during which the New York Stock Exchange is closed other
than customary weekend and holiday closings or during which trading on
the New York Stock Exchange is restricted; (2) for any period during
which an emergency exists as a result of which disposal by the Trust of
the Securities is not reasonably practicable or it is not reasonably
practicable fairly to determine in accordance with the Indenture the
value of the Securities; or (3) for such other period as the Securities
and Exchange Commission may by order permit, and shall not be liable to
any person or in any way for any loss or damage that may result from
any such suspension or postponement.
(F) CANCELLATION OF UNITS
Certificates evidencing Units redeemed pursuant to Section 4.02 of the
Indenture shall be canceled by the Trustee and the Unit or Units
evidenced by such Certificates shall be terminated by such redemptions.
(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture
or agreement with respect to lapses or defaults by security
holders in making principal payments, and with respect to
reinstatement.
Not applicable.
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(f) The substance of the provisions of any indenture or
agreement with respect to voting rights, together with the
names of any persons other than security holders given the
right to exercise voting rights pertaining to the Trust's
securities or the underlying securities and the relationship
of such persons to the Trust.
(A) AMENDMENTS TO INDENTURE
The Indenture may be amended by the Trustee and the Depositor
(collectively, the "Parties"), or their respective successors, without
the consent of any of the Unitholders (a) to cure any ambiguity or to
correct or supplement any provision contained herein which may be
defective or inconsistent with any other provision contained therein;
or (b) to make such other provision in regard to matters or questions
arising thereunder as shall not adversely affect in any material
respect the interests of the Unitholders; provided, however, that the
Parties may not amend the Indenture except as provided in the Indenture
so as to (1) increase the number of Units issuable thereunder; or (2)
permit the deposit or acquisition thereunder of assets either in
addition to or in substitution for any of the assets initially
deposited in the Trust.
(B) ELECTION OF TRUSTEE
No Unitholder shall have the right to control the operation and
management of the Trust in any manner, or the obligations of any party
thereto, except that, only to the extent required by applicable law,
Unitholders will have the right to elect the Trustee annually.
Elections, if any, will be held each April upon 30 days' written notice
to Unitholders. The written notice will set forth the material
information regarding the Trustee and the Trust and the mechanics for
voting the Units.
(C) ACTIONS ON SECURITIES
If the Trustee is notified at any time of any action to be taken or
proposed to be taken by holders of the Securities (including but not
limited to the making of any demand, direction, request, giving of any
notice, consent or waiver or the voting with respect to any amendment
or supplement to any indenture, resolution, agreement or other
instrument under or pursuant to which the Securities have been issued),
the Trustee will promptly notify the Depositor thereof and will take
such action, or refrain from taking any action as the Depositor shall
in writing direct; provided, however, that if the Depositor does not,
within five Business Days of the Trustee's giving of such notice to the
Depositor, so direct the Trustee, the Trustee will take action as it,
in its sole discretion, deems advisable. Neither the Depositor nor the
Trustee will be liable to any person for any action or failure to take
action as described by this Item 10(f)(C).
(g) Whether security holders must be given notice of any
change in:
(1) the composition of the assets in the trust.
Yes. Reference is made to the information provided in Item (16) below.
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(2) the terms and conditions of the securities
issued by the trust.
If the Depositor elects to cause the Units to be registered under the
1933 Act, then the Depositor shall give written notice to all
Unitholders of its intention to effect such registration and the
procedures such Unitholders shall follow.
(3) the provisions of any indenture or agreement
of the trust.
The Trustee must furnish prompt written notification to all outstanding
Unitholders of the substance of any amendment made to the Indenture.
(4) the identity of the depositor, trustee or
custodian.
If the Trustee resigns, it must execute an instrument in writing which
it must file with the Depositor and mail a copy of such written
instrument to each Unitholder. Furthermore, if the Depositor removes
the Trustee and appoints a successor Trustee each Unitholder of record
must be notified. Unitholders do not have to be notified of changes in
the identity of the Depositor.
(h) Whether the consent of security holders is required
in order for action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Yes. Reference is made to the information provided in Item 10(f)(A).
(2) the terms and conditions of the securities
issued by the trust.
Yes. Reference is made to the information provided in Item 10(f)(A).
(3) the provisions of any indenture or agreement
of the trust.
Yes. Reference is made to the information provided in Item 10(f)(A).
(4) the identity of the depositor, trustee or
custodian.
Yes. Reference is made to the information provided in Item 10(f)(B).
(i) Any other principal feature of the securities issued by
the trust or any other principal right, privilege or
obligation not covered by subdivisions (a) to (g) or by any
other items in this form.
None.
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INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising
the unit of specified securities in which security holders have an
interest.
The Trust's securities are comprised of loans, loan participations,
mortgaged-backed securities, municipal securities, replacement
securities ("Replacement Securities"), reinvestment securities
("Reinvestment Securities") or other securities, cash or cash
equivalents (collectively, the "Securities") deposited in trust and
listed in Appendix D to the Indenture, as may from time to time
continue to be held as part of the Trust; provided, however, that such
Securities may consist solely of investments that are permissible for
both a Missouri-chartered bank and a national banking association.
Reference is made to the information provided in Item 16(B) below, for
the definition of Replacement Securities and Reinvestment Securities.
The Trust will consist of loans originating from or purchased by First
Bank, all undistributed interest income received or accrued thereon and
any undistributed cash realized from the repayment, maturity or other
disposition of such loans deposited in the Trust.
12. If the trust is the issuer of periodic payment plan certificates
and if any underlying securities were issued by another investment
company, furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or
custodian.
(d) Name and principal business address of principal
underwriter.
(e) The period during which the securities of such
company have been the underlying securities.
Not applicable.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid
and his relationship to the trust; and
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(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
There will be no loads, fees, expenses or charges to which (1)
principal payments, (2) underlying securities, (3) distributions, (4)
cumulated or reinvested distributions or income or (5) redeemed or
liquidated assets of the Trust's securities will be subject to.
First Bank, in its individual capacity, shall bear the expenses of
establishing the Trust and shall compensate the Depositor, attorneys,
accountants, auditors or other agents for their services. First Bank
also shall pay for any and all expenses of the Trust as expressly set
forth in the Indenture, including but not limited to, the fees of
counsel retained by the Trustee in connection with its activities
hereunder and disbursements incurred hereunder and any extraordinary
services performed by the Trustee hereunder relating to the Trust.
The Trustee may waive its fees for services performed under the
Indenture. The Trustee shall pay any sub-trustee or successor trustee
that does not agree to waive its fees the market rate for the services
the sub-trustee or successor trustee provide to the Trust. Any
successor trustee or sub-trustee will be compensated first from cash
available in the Interest Account and then the Principal Account. If
the cash balances in the Interest and Principal Accounts are
insufficient to provide for amounts payable to any successor trustee or
sub-trustee, then the Trustee shall have the power to sell (i)
Securities of the Trust from a current list of Securities designated to
be sold by the Depositor or (ii) if no such Securities have been so
designated, such Securities of the Trust as the Trustee may see fit to
sell in its own discretion, and to apply the proceeds of any such sale
in payment of the amounts payable to any successor trustee or
sub-trustee. Any moneys payable to any successor trustee or sub-trustee
from the Trust for their compensation shall be secured by a prior lien
on the Trust.
The Trustee may receive an annual fee for its services generally based
on the aggregate principal amount of the Securities, although the
Trustee currently intends to waive this fee and such fee shall in no
event exceed the aggregate cost to the Trust of providing such
services.
For services performed under the Indenture in evaluating and for
maintaining surveillance over the Securities in the Trust and other
services performed at the Trustee's request, the Depositor shall be
paid by First Bank in such amounts, if any, as the two parties shall
agree.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information
with respect to sales load and other deductions from principal
payments.
Not applicable.
(c) State the amount of total deductions as a percentage of
the net amount invested for each type of security issued by
the trust. State each different sales charge available as a
percentage of the public offering price and as a percentage of
the net amount invested. List any special purchase plans or
methods established by rule or exemptive order that reflect
scheduled variations in, or elimination of, the sales load and
identify each class of individuals or transactions to which
such plans apply.
<PAGE>
Not applicable.
(d) Explain fully the reasons for any difference in the price
at which securities are offered generally to the public, and
the price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers, directors, or employees of the depositor, trustee,
custodian or principal underwriters.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses
or charges not covered in Item 13(a) which may be paid by
security holders in connection with the trust or its
securities.
The Trustee may require a Unitholder to pay a reasonable fee, to be
determined in the sole discretion of the Trustee, for each certificate
reissued or transferred and to pay any governmental charge that may be
imposed in connection with each such transfer or interchange. The
Trustee at the present time does not intend to charge for the normal
transfer or interchange of certificates. Destroyed, stolen, mutilated
or lost certificates will be replaced upon delivery to the Trustee of
satisfactory indemnity (generally amounting to 1% of the market value
of the Units), affidavit of loss, evidence of ownership and payment of
expenses incurred.
(f) State whether the depositor, principal underwriter,
custodian or trustee, or any affiliated person of the
foregoing may receive profits or other benefits not included
in answer to Item 13(a) or 13(d) through the sale or purchase
of the trust's securities or interests in such securities, or
underlying securities or interests in underlying securities,
and describe fully the nature and extent of such profits or
benefits.
None.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial statements
filed herewith.
Not applicable.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and
the issuance and authentication of the trust's securities, and state
the substance of the provisions of any indenture or agreement
pertaining thereto.
The Trust was created under the laws of the State of New York pursuant
to the Indenture. The Depositor, on the Date of Deposit, has deposited
with the Trustee, in trust, the Securities registered in the name, or
on behalf of, the Trust in bearer form or duly endorsed in blank or
<PAGE>
accompanied by all necessary instruments of assignment and transfer in
proper form to be held, administered and applied by the Trustee as
herein provided.
The Trustee thereby acknowledged receipt of such deposit and
simultaneously with the receipt of said deposit executed and delivered
to or on the order of the Depositor Certificates substantially in the
form recited pursuant to the terms of the Indenture or recorded on the
books of the Trust for the account of the Depositor the ownership of
1,120,000 of Units representing the ownership of all of the Units of
the Trust on the Date of Deposit.
The Trustee was irrevocably authorized to effect registration or
transfer of the Securities to the name of the Trustee or to the name of
its nominee.
The Trustee has caused a register to be maintained of the name and
address of each Unitholder and the number of Units held by them and a
record of all transfers and redemptions thereof.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Not applicable.
16. Describe the procedure with respect to the acquisition of
underlying securities and the disposition thereof, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
(A) INITIAL DEPOSIT OF SECURITIES
Simultaneously with execution of the Indenture, the Depositor
delivered to the Trustee the Securities for deposit into the
Trust. In exchange for the Securities so deposited, the
Trustee delivered to the Depositor documentation evidencing
the ownership of 1,120,000 Units. Reference is made to the
information provided in Item 14 and 15.
(B) PURCHASE OF REPLACEMENT AND REINVESTMENT SECURITIES
(a) The Trustee will, as directed in writing by the Depositor,
purchase, or enter into contracts (which the Depositor shall
have approved as satisfactory in form and substance) to
purchase Replacement Securities, and shall pay for the same
with moneys held in the Principal Account representing
proceeds of the sale of Securities pursuant to the conditions
described in Item 16(C) and Item 16(D) below, to the extent
that such proceeds are not required for the purpose of
redemption of Units or other charges to the Principal Account
then pending. In giving such direction, the Depositor must
satisfy all of the following conditions in the case of each
such purchase or contract to purchase:
(i) the Replacement Securities are substantially similar
to the Securities in the Trust;
(ii) the Depositor has received an opinion of counsel that
such purchase will not adversely affect the status of
the Trust under the Investment Company Act of 1940,
as amended;
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(iii) the Depositor has given such written direction to the
Trustee at least five Business Days prior to the
Record Date on which the moneys to be used for the
purpose of Replacement Securities would otherwise be
distributed to the Unitholders. Reference is also
made to the information in Item 18(a) below.
Within five Business Days of the deposit of any Replacement Securities,
the Depositor will send each Unitholder a written notice of the deposit
of such Replacement Securities and the Securities replaced by such
Replacement Securities.
(b) From January 10, 2000 until the Depositor notifies the
Trustee in writing that purchasing Reinvestment Securities is
impractical ("Reinvestment Period"), the Trustee will, as
directed in writing by the Depositor, purchase, or enter into
contracts (which the Depositor shall have approved as
satisfactory in form and substance) to purchase, Reinvestment
Securities and will pay for the same with the moneys held in
the Principal Account representing the payment or prepayment
of principal on the Securities to the extent that such
proceeds are not required for the purpose of redemption of
Units or other charges to the Principal Account then pending.
In giving such direction, the Depositor shall satisfy all of
the following conditions in the case of each such purchase or
contract to purchase:
(i) the Reinvestment Securities are substantially similar
to the existing Securities in the Trust; and
(ii) the Depositor has received an opinion of counsel that
such purchase will not adversely affect the status of the
Trust under the Investment Company Act of 1940, as amended.
The Trustee may purchase the Reinvestment Securities for deposit in the
Trust directly from market makers in such Securities or may retain the
Depositor or other brokers to purchase the Reinvestment Securities and
pay them usual and customary brokerage commissions for such
transactions. Within five Business Days of the deposit of Reinvestment
Securities, the Depositor will send each Unitholder a written notice of
the deposit of such Reinvestment Securities and identify the Securities
from which the money for Reinvestment Securities was derived.
Funds remaining in the Principal Account subsequent to a purchase of
Reinvestment Securities will remain in such account until they can be
invested in additional Reinvestment Securities. During the Reinvestment
Period, amounts in the Principal Account that the Depositor determines
(and so notifies the Trustee in writing or via facsimile) are (a)
unable to be invested into Reinvestment Securities or (b) required to
be distributed for the Trust, to maintain its status as a regulated
investment company as defined in Section 851 of the Internal Revenue
Code of 1986 ("RIC"), shall be distributed on the next Distribution
Date (as defined in Section 1.01 of the Indenture and Item 18(a)
below), to Unitholders of record on the related Record Date (as defined
in Section 1.01 of the Indenture and Item 18(a) below). Reference is
made to information in Item 18(a) below.
When the Depositor determines that the reinvestment of cash from the
Principal Account into Reinvestment Securities is no longer practical,
the Depositor shall notify the Trustee, in writing, that the
<PAGE>
Reinvestment Period is terminated. Upon termination of the Reinvestment
Period, unreinvested amounts remaining in the Principal Account and
amounts subsequently credited to the Principal Account shall be
distributed in accordance with the procedure described in Item 18(a)
below.
(C) SELLING SECURITIES OF THE TRUST
If necessary, in order to maintain the sound investment character of
the Trust, the Depositor may direct the Trustee to sell or liquidate
Securities in the Trust at such price and time and in such manner as
shall be determined by the Depositor, provided that the Depositor has
determined that any of the following conditions exist:
(a) there has been a default on such Securities in the
payment of principal or interest, or both, when due and
payable;
(b) the sale of Securities is necessary or advisable in
order to maintain the qualification of the Trust as a RIC;
(c) any action or proceeding has been instituted in law or
equity seeking to restrain or enjoin the payment of principal
or interest on any such Securities, or that there exists any
other legal question or impediment affecting such Securities
or the payment of debt service on the same, including, but not
limited to, defaults, foreclosures or transfers in lieu of
foreclosure upon or under the terms of any agreement or note
or other instrument underlying such Securities;
(d) that there has occurred any breach of covenant or warranty
in any resolution, ordinance, trust agreement or other
document, which would adversely affect either immediately or
contingently the payment of debt service on such Securities,
or their general credit standing, or otherwise impair the
sound investment character of such Securities;
(e) that there has been a default in the payment of
principal of or interest on any other outstanding
obligations of an issuer of such Securities;
(f) that the price of any such Securities has declined to such
an extent, or such other market or credit factor exists, so
that in the opinion of the Depositor the retention of such
Securities would be detrimental to the Trust and to the
interest of the Unitholders thereof; or
(g) that as of any Record Date any of the Securities are
scheduled to be redeemed and paid prior to the next succeeding
Distribution Date (as defined in Section 1.01 of the Indenture
and Item 18(a) below); provided, however, that as the result
of such redemption the Trustee will receive funds in an amount
sufficient to enable the Trustee to include in the
distribution from the Principal Account on such next
succeeding Distribution Date (as defined in Section 1.01 of
the Indenture and Item 18(a) below) at least $0.50 per Unit.
On receipt of such direction from the Depositor, upon which the Trustee
shall rely, the Trustee shall proceed to sell or liquidate the
specified Securities in accordance with such direction.
<PAGE>
If at any time the principal of or interest on any of the Securities
will be in default and not paid or provision for payment thereof will
not have been duly made, after giving effect to any cure periods
without the Depositor's having directed the Trustee to sell such
Securities as described in this Item 16(C), the Trustee will notify the
Depositor of such default. If within thirty days after such
notification the Depositor has not given any instruction to sell or to
hold or has not taken any other action in connection with such
Securities, the Trustee will sell such Securities, and the Trustee will
not be liable or responsible in any way for depreciation or loss
incurred with respect to such Securities or by reason of such sale.
(D) ADDITIONAL INSTANCES WHERE SECURITIES MAY BE SOLD
The Trustee will also have the power to sell Securities to meet
redemption requests and to cover compensation for any successor trustee
and sub-trustee as explained in Item 10(d)(D) and Item 13a above.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
Reference is made to the information provided in Item 10(d) above.
(b) Furnish the names of any persons who may redeem or
repurchase, or are required to redeem or repurchase, the
Trust's securities or underlying securities from security
holders, and the substance of the provisions of any indenture
or agreement pertaining thereto.
Reference is made to the information provided in Item 10(d)(C) above.
(c) Indicate whether repurchased or redeemed securities
will be canceled or may be resold.
Units repurchased by the Depositor may be resold if the conditions, set
forth in Item 10(d)(A) above are met. All redeemed Units will be
canceled by the Trustee.
18. (a) Describe the procedure with respect to the receipt,
custody and disposition of the income and other distributable funds
of the trust and state the substance of the provisions of any indenture
or agreement pertaining thereto.
Funds received by the Trust, including any portion of the proceeds from
a disposition of Securities which represents accrued interest and all
other receipts, will be credited to the Trust's Principal Account. The
Trustee normally has no cash for distribution to Unitholders until it
receives interest payments on the Securities comprising the Trust.
Distributions will be paid on July 15 and December 15 of each year (the
"Distribution Date") to Unitholders of record on the respective record
dates of July 1 and December 1 of each year (the "Record Date"), or as
otherwise described in the answer to Item 18(a)(C) below.
(A) COLLECTION OF INTEREST ON SECURITIES
The Trustee shall collect the interest on the Securities, as
such becomes payable (including all interest accrued but
<PAGE>
unpaid prior to the Date of Deposit of the Securities
hereunder and including that part of the proceeds of the sale,
liquidation, redemption or maturity of any Securities that
represents accrued interest thereon but not accrued original
issue discount, if any) and credit such interest to the
Interest Account.
(B) COLLECTION OF PRINCIPAL ON SECURITIES
The Securities in the Trust and all moneys other than amounts
credited to the Interest Account, received by the Trustee in
respect of the Securities in the Trust, shall be credited to
the Principal Account.
The Trustee shall give prompt written notice to the Depositor
of all amounts credited to or withdrawn from the Principal
Account and the balance in such account after giving effect to
such credit or withdrawal.
Nothing in the Indenture or otherwise shall be construed to
require the Trustee to make any adjustments between the
Interest and Principal Accounts of the Trust by reason of any
premium or discount in respect of any of the Securities.
(C) DISTRIBUTIONS
As of each Record Date, commencing in December, 2000, the
Trustee shall determine the distributions to be made on the
related Distribution Date, which shall consist of the cash
balance of the Interest Account and of the Principal Account
calculated as of such Record Date, provided that the Trustee
shall not be required to make a distribution from the
Principal Account unless the cash balance thereof available
for distribution shall be sufficient to distribute at least
one cent per Unit. On each Distribution Date, commencing in
December, 2000, the Trustee shall distribute by mail or wire
to or upon the order of each Unitholder other than Depositor
as of the close of business on the preceding Record Date at
the post office address or account, as applicable, appearing
on the registration books of the Trust, such Unitholder's pro
rata share of the distribution made on such Distribution Date.
On each Distribution Date, the Trustee shall pay to Depositor
directly by mail or wire its pro rata share of the
distribution made on such Distribution Date. In the
computation of each such share, amounts of less than one cent
shall be omitted. After any such distribution provided for
above, any cash balance remaining in the Interest Account or
the Principal Account shall be held in the same manner as
other amounts subsequently deposited in each of such accounts,
respectively.
Amounts in the Principal Account or the Interest Account that
the Depositor determines (and so notifies the Trustee in
writing or via facsimile) are required to be distributed for
the Trust to maintain its status as a RIC shall be distributed
either (i) on the next Distribution Date, to Unitholders of
record on the related Record Date; or (ii) on a special
distribution date, as determined by Depositor, to unitholders
of record on the 1st day of the same month as such special
distribution date.
If the Trustee determines that an event has occurred as a
result of which there has resulted an excess distribution from
the Interest Account, it shall reduce subsequent distributions
therefrom so as to reconcile, as promptly as practicable, the
aggregate net income of and distributions from such account.
For the purpose of distribution as herein provided, the
holders of record on the registration books of the Trust at
the close of business on each Record Date shall be
<PAGE>
conclusively entitled to such distribution, and no liability
shall attach to the Trustee by reason of payment to any such
registered Unitholder of record. Nothing herein shall be
construed to prevent the payment of amounts from the Interest
Account and the Principal Account to individual Unitholders by
means of check, draft, wire or other proper instrument,
provided that the appropriate statement of such distribution
shall be furnished therewith as provided in Section 3.05 of
the Indenture.
(D) DISTRIBUTION STATEMENTS
On each Record Date, the Trustee shall furnish, in
substantially the form set forth in Appendix A to the
Indenture, to each Unitholder on a per Unit basis with each
distribution from the Interest or Principal Accounts, except
that such information need not be furnished to a Unitholder
who has waived receipt thereof in writing. If the issuer of
any of the Securities in the Trust shall fail to make payment
when due of any interest or principal on such Securities and
such failure results in a change in the amount that would
otherwise be distributed as a distribution, the Trustee shall,
with the first distribution from the Trust following such
failure, set forth, in an accompanying statement, (a) the name
of the issuer and the Security, (b) the amount of the
aggregate reduction in the distribution per Unit resulting
from such failure, (c) the percentage of the aggregate
principal amount of all Securities that such Security
represents and (d) to the extent then determined, information
regarding any disposition or legal action with respect to such
Security.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state
the substance of the provisions of any indenture or agreement
pertaining thereto.
Reference is made to the information provided in Item 16(B)(b) above.
(c) If any reserves or special funds are created out of income
or principal, state with respect to each such reserve or fund
the purpose and ultimate disposition thereof, and describe the
manner of handling the same.
Not applicable
(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders during
the three years covered by the financial statements filed
herewith. State for each such distribution the aggregate
amount and amount per share. If distributions from sources
other than current income have been made, identify each such
other source and indicate whether such distribution represents
the return of principal payments to security holders. If
payments other than cash were made, describe the nature
thereof, the account charged and the basis of determining the
amount of such charge.
Not applicable.
<PAGE>
19. Describe the procedure with respect to the keeping of records and
accounts of the Trust, the making of reports and the furnishing of
information to security holders, and the substance of the provision of
any indenture or agreement pertaining thereto.
(A) RECORDS OF TRANSACTIONS OF TRUST, ANNUAL ACCOUNTANT STATEMENTS
AND STATE/FEDERAL REPORTS
The Trustee shall keep proper books of record and account of
all the transactions of the Trust. Such books of record will
include a register of the name and address of every Unitholder
and of the number of Units held by them and a record of all
transfers and redemptions thereof. Such register will be
conclusive evidence as to who are the holders of Units and are
entitled to receive payment of any distributions or otherwise
to exercise or enjoy the rights of Unitholders. Such books of
record belong to the Trust. Upon reasonable notice from a
Unitholder, such books and records of the Trust will be open
to inspection at the Trustee's Office by any Unitholder at all
reasonable times during the Trustee's usual business hours.
The Trustee will cause audited statements as to the assets and
income of the Trust to be prepared by independent public
accountants, as selected by Depositor, or other reports as may
from time to time be required under any applicable state or
federal statute or rule or regulation thereunder. First Bank
will be solely responsible for any costs or expenses incurred
with respect to such statements or reports.
(B) ANNUAL DISTRIBUTION STATEMENTS
Within sixty days after the last Business Day of each calendar
year, the Trustee shall transmit (by regular or electronic
mail or facsimile), to each person who at any time during such
calendar year was a Unitholder a statement setting forth, with
respect to such calendar year:
As to the Interest Account:
(1) the amount of interest received on the Securities
(including amounts representing interest received
upon any disposition of Securities, penalties for
failure to make timely payments on Securities or
liquidated damages for default on breach of any
condition or term of the Securities),
(2) the amounts distributed as part of a
distribution, expressed both as a total dollar amount
and as a dollar amount per Unit outstanding on the
Record Date for such distributions, and amounts paid
for redemptions, and
(3) the balance remaining after such distributions
and payments, expressed both as a total dollar amount
and as a dollar amount per Unit outstanding on such
last Business Day;
As to the Principal Account:
(1) payments of principal on Securities,
<PAGE>
(2) the dates of the sale, maturity, liquidation
or redemption of any of the Securities and the net
proceeds received therefrom excluding any portion
thereof credited to the Interest Account,
(3) the amounts distributed as part of a
distribution, expressed both as a total dollar amount
and as a dollar amount per Unit outstanding on the
Record Date for such distributions, amounts paid for
purchases of Replacement Securities or Reinvestment
Securities and amounts paid for redemptions, and
(4) the balance remaining after such distributions
and deductions, expressed both as a total dollar
amount and as a dollar amount per Unit outstanding on
the last business day of such calendar year.
Other information:
(1) a list of the Securities as of such last
Business Day,
(2) the number of Units outstanding on such last
Business Day,
(3) the Unit Value based on the last evaluation
of the Trust made during such calendar year, and
(4) such other information as the Trustee may
deem appropriate.
This information shall be presented in substantially the form attached
as Appendix B to the Indenture. See Exhibit B attached hereto.
Reference is also made to the information provided in Item 10(g)(3),
Item 16(B) and Item 18(a)(D) above, and Item 20(b) and Item 24(B) below
regarding other reports and information that must be provided to
Unitholders.
20. State the substance of the provisions of any indenture or
agreement concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Reference is made to the information provided in Item 10(f)(A) and Item
10(g)(3) above.
(b) The extension or termination of such indenture or
agreement.
The Trust will terminate upon the maturity, redemption, sale or other
disposition as the case may be of the last Security held in the Trust
unless sooner terminated and may be terminated at any time by the
written consent of a majority of the Unitholders; provided that, in no
event will the Trust continue beyond the last Business Day of 2014.
Written notice of any termination will be given by the Trustee to each
Unitholder at his address appearing on the registration books of the
Trustee. Within a reasonable period of time after the termination of
the Trust, the Trustee will fully liquidate the Securities of the Trust
then held, if any, and will:
<PAGE>
(a) distribute to each Unitholder such Unitholder's pro rata share
of the balance of the Interest Account;
(b) distribute to each Unitholder such Unitholder's pro rata share
of the balance of the Principal Account; and
(c) furnish to each such Unitholder a final distribution statement as
of the date of the computation of the amount distributable to
Unitholders, setting forth the data and information in substantially
the form and manner described in Item 19(B) above.
The Trustee will be under no liability with respect to moneys held by
it in the Interest and Principal Accounts upon termination except to
hold the same in trust without interest until disposed of in accordance
with the terms of the Indenture.
Reference is made to the information provided in the answer to Item
22(j) below.
(c) The removal or resignation of the trustee or
custodian, or the failure of th trustee or custodian to
perform its duties, obligations and functions.
The Trustee may resign and be discharged of the Trust, by executing an
instrument in writing resigning as Trustee and filing the same with the
Depositor and mailing a copy to all Unitholders then of record, not
less than sixty days (60) before the date specified in such instrument
when, subject to the information provided in this Item 20(c), such
resignation is to take effect. Upon receiving such notice of
resignation, the Depositor will promptly appoint a successor Trustee,
by written instrument, in duplicate, one copy of which shall be
delivered to the resigning Trustee and one copy to the successor
Trustee. If at any time the Trustee becomes incapable of acting, or is
adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property is appointed, or any public officer takes charge or control of
the Trustee or of its property or affairs for the purposes of
rehabilitation, conservation or liquidation, then in any such case the
Depositor may (or if the Trustee is not re-elected as described in Item
10(f)(B), the Depositor will) remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, one copy of
which will be delivered to the Trustee so removed and one copy to the
successor Trustee; provided that a copy of such notice is mailed by the
Depositor to each Unitholder then of record.
Any successor Trustee appointed will execute and deliver to the
Depositor and to the resigning or removed Trustee an instrument
accepting such appointment, and such successor Trustee without any
further act, deed or conveyance will become vested with all the rights,
powers, duties and obligations of its predecessor under the Indenture
as if originally named Trustee in the Indenture and will be bound by
all the terms and conditions of the Indenture. Upon the request of such
successor Trustee, the Depositor and the retiring Trustee shall, upon
payment of any amounts due the retiring Trustee, or provision therefor
to the satisfaction of such retiring Trustee, execute and deliver an
instrument acknowledged by it transferring to such successor Trustee
all the rights and powers of the retiring Trustee; and the retiring
Trustee will transfer, deliver and pay over to the successor Trustee
all Securities and moneys at the time held by it pursuant to the
Indenture, together with all necessary instruments of transfer and
assignment or other documents properly executed necessary to effect
such transfer and such of the records or copies maintained by the
retiring Trustee in the administration of the Trust as may be requested
by the successor Trustee, and will thereupon be discharged from all
duties and responsibilities under the Indenture.
<PAGE>
In case at any time the Trustee resigns and no successor Trustee has
been appointed and accepted appointment within thirty days (30) after
notice of resignation has been received by the Depositor, the retiring
Trustee may apply to a court of competent jurisdiction for the
appointment of a successor Trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a
successor Trustee.
Any corporation into which any Trustee of the Trust may be merged or
with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which any Trustee will be a party, will
automatically be the successor Trustee under the Indenture.
The Trustee, and any successor Trustee or sub-trustee, shall be a
corporation organized and doing business under the laws of the United
States or any state thereof, which is authorized under such laws to
exercise corporate trust powers and having at all times an aggregate
capital, surplus and undivided profits of not less than $500,000.
Any resignation or removal of the Trustee and appointment of a
successor Trustee will not become effective until acceptance of
appointment by the successor trustee as provided in this Item 20(c).
(d) The appointment of a successor trustee and the
procedure if a successor trustee is not appointed.
Reference is made to the information provided in Item 20(c) above.
(e) The removal or resignation of the depositor, or
the failure of the depositor to perform its duties,
obligations and functions.
Reference is made to the information provided in answer to Item 20(f)
below.
(f) The appointment of a successor depositor and the
procedure if a successor depositor is not appointed.
If at any time the Depositor shall become incapable of performing its
duties under the Indenture and shall be adjudged bankrupt or insolvent
or shall have its affairs taken over by public authorities, then the
Trustee may: (a) appoint a successor Depositor at rates of compensation
deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Indenture and liquidate the Trust as
provided therein, or (c) continue to act as Trustee without terminating
the Indenture.
The Depositor is liable for the performance of its obligations arising
from its responsibilities under the Indenture, but will be under no
liability to the Unitholders for taking any action or refraining from
taking any action in good faith pursuant to the Indenture or for errors
in judgment, except in cases of its own negligence, bad faith or
willful misconduct. The Depositor shall not be liable or responsible in
any way for depreciation or loss incurred by reason of the sale of any
Securities.
<PAGE>
21. (a) State the substance of the provisions of any indenture
or agreement with respect to loans to security holders.
Not applicable.
(b) Furnish a brief description of any procedure or
arrangement by which loans are made available to security
holders by the depositor, principal underwriter, trustee or
custodian, or any affiliated person of the foregoing. The
following items should be covered:
(1) The name of each person who makes such
agreements or arrangements with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at
maturity.
(5) Other material provisions of the agreement
or arrangement.
From time to time, First Bank, in its capacity as a commercial bank and
not as Trustee, may make loans or other extensions of credit to persons
who hold Units. Such loans or extensions of credit will be on terms,
including interest rates and collateral, and must be made under
circumstances that are no less favorable to the Trustee or loans or
extensions of credit to unaffiliated borrowers.
(c) If such loans are made, furnish the aggregate amount of
loans outstanding at the end of the last fiscal year, the
amount of interest collected during the last fiscal year
allocated to the depositor, principal underwriter, trustee or
custodian or affiliated person of the foregoing and the
aggregate amount of loans in default at the end of the last
fiscal year covered by financial statements filed herewith.
Not applicable.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
The Depositor shall be a fiduciary with respect to the Unitholders,
including but not limited to, in all its dealings with the sale and
purchase of Securities. Provided that the Depositor has fulfilled its
fiduciary duties, the Depositor shall have no liability to the
Unitholders for any action taken or for refraining from the taking of
any action in good faith pursuant to the Indenture or for errors in
judgment, but shall be liable only for its own negligence, lack of good
faith or willful misconduct. The Depositor may rely in good faith on
any paper, order, notice, list, affidavit, receipt, opinion,
endorsement, assignment, draft or any other document of any kind prima
facie properly executed and submitted to it by the Trustee, or any
agent thereof, counsel, or any other persons pursuant to the Indenture
and in furtherance of its duties.
<PAGE>
The Trustee shall in its discretion undertake such action as it may
deem necessary at any and all times to protect the Trust and the rights
and interests of the Unitholders pursuant to the terms of the
Indenture, provided, however, that the expenses and costs of such
actions, undertakings or proceedings shall be paid by First Bank. The
Trustee will also serve as custodian of the Trust's Securities. In
addition to and notwithstanding the other duties, rights, privileges
and liabilities of the Trustee as otherwise set forth herein, the
liabilities, rights and duties of the Trustee are further defined as
follows:
(a) The Trustee shall be under no liability for any action taken in good
faith on any appraisal, paper, order, list, demand, request, consent,
affidavit, notice, opinion, direction, evaluation, endorsement,
assignment, resolution, draft or other document whether or not of the
same kind prima facie properly executed, or for the disposition of
moneys, Securities or Units pursuant to the Indenture, or in respect
of any evaluation which it is required to make or is required or
permitted to have made by others under the Indenture or otherwise,
except by reason of its own negligence, lack of good faith or willful
misconduct, provided that the Trustee shall not in any event be liable
or responsible for any evaluation made by the Depositor. The Trustee
may construe any of the provisions of the Indenture, insofar as the
same may appear to be ambiguous or inconsistent with any other
provisions hereof, and any construction of any such provisions hereof
by the Trustee in good faith shall be binding upon the parties hereto;
(b) The Trustee shall not be responsible for or in respect of the recitals
therein, the validity or sufficiency of the Indenture or for the due
execution hereof by the Depositor, or for the form, character,
genuineness, sufficiency, value or validity of any Securities (except
that the Trustee shall be responsible for the exercise of due care in
determining the genuineness of Securities delivered to it pursuant to
contracts for the purchase of such Securities) or for or in respect of
the validity or sufficiency of any Units or of the due execution
thereof by the Depositor, and the Trustee shall in no event assume or
incur any liability, duty, or obligation to any Unitholder or the
Depositor other than as expressly provided for herein. The Trustee
shall not be responsible for or in respect of the validity of any
signature by or on behalf of the Depositor;
(c) The Trustee shall not be under any obligation to appear in, prosecute
or defend any action, which in its opinion may involve it in expense
or liability, unless as often as required by the Trustee, it shall be
furnished with reasonable security and indemnity against such expense
or liability, and any pecuniary cost of the Trustee from such actions
shall be paid by First Bank. The Trustee shall in its discretion
undertake such action as it may deem necessary at any and all times to
<PAGE>
protect the Trust and the rights and interests of the Unitholders
pursuant to the terms of the Indenture; provided, however, that the
expenses and costs of such actions, undertakings or proceedings shall
be paid by First Bank;
(d) The Trustee may employ agents, attorneys, accountants and auditors and
shall not be answerable for the default or misconduct of any such
agents, attorneys, accountants or auditors if such agents, attorneys,
accountants or auditors shall have been selected with reasonable care.
The Trustee may employ a registrar, paying agent or sub-trustees and
shall be answerable for the default or misconduct of any such
registrar, paying agent or sub-trustees as if it committed such
actions or omissions itself. The Trustee shall be fully protected in
respect of any action under the Indenture taken, or suffered, in good
faith by the Trustee, in accordance with the opinion of its counsel.
The fees and expenses charged by such agents, attorneys, accountants
or auditors, or any registrar or paying agent, excluding any
sub-trustee, shall be paid by First Bank;
(e) If at any time the Depositor shall fail to undertake or perform any of
the duties which by the terms of the Indenture are required by it to
be undertaken or performed, or such Depositor shall become incapable
of acting or shall be adjudged bankrupt or insolvent, or a receiver of
such Depositor or of its property shall be appointed, or any public
officer shall take charge or control of such Depositor or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then in any such case, the Trustee may remove such
Depositor and: (1) appoint a successor depositor who shall act
hereunder in all respects in place of such Depositor, which successor
shall be satisfactory to the Trustee, and which may be compensated at
rates deemed by the Trustee to be reasonable under the circumstances,
or (2) terminate and liquidate the Trust in the manner provided in
Section 7.02 of the Indenture.
(f) In no event shall the Trustee be liable for any taxes or other
governmental charges imposed upon or in respect of the Securities or
upon the interest thereon or upon it as Trustee hereunder or upon or
in respect of the Trust which it may be required to pay under any
present or future law of the United States of America or of any other
taxing authority having jurisdiction in the premises. The Trust shall
be reimbursed and indemnified by First Bank for all such taxes and
charges and for any expenses, including counsel fees, which the Trust
may sustain or incur with respect to such taxes or charges;
(g) No payment to the Depositor or to any principal underwriter (as
defined in the Investment Company Act of 1940) for the Trust or to any
affiliated person (as so defined) or agent of the Depositor or such
underwriter shall be allowed the Trustee as an expense except for
payment of such reasonable amounts as the Securities and Exchange
Commission may prescribe as compensation for performing bookkeeping
and other administrative services of a character normally performed by
the Trustee;
(h) The Trustee, except by reason of its own negligence or willful
misconduct, shall not be liable for any action taken or suffered to be
taken by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by the
Indenture;
(i) All moneys deposited with or received by the Trustee hereunder related
to the Trust shall be held by it without interest in trust as part of
the Trust or the Interest Account of the Trust until required to be
disbursed in accordance with the provisions of the Indenture and such
moneys will be segregated by separate recordation on the trust ledger
of the Trustee so long as such practice preserves a valid preference
under applicable law, or if such preference is not so preserved the
Trustee shall handle such moneys in such other manner as shall
constitute the segregation and holding thereof in trust within the
meaning of the Investment Company Act of 1940;
(j) If (i) the value of the Trust as shown by any evaluation by the
Trustee shall be less than twenty per cent (20%) of the aggregate
principal amount of Securities initially deposited in such Trust, or
(ii) by reason of the Depositor's redemption of Units of the Trust not
theretofore sold, the net worth of the Trust is reduced to less than
forty percent (40%) of the aggregate principal amount of Securities
<PAGE>
initially deposited therein, the Trustee may in its discretion, and
shall when so directed by the Depositor, terminate the Indenture and
the Trust created hereby and liquidate such Trust, all in the manner
provided in Section 7.02 of the Indenture; and
(k) The Trustee may deal with the Depositor with the same rights and
powers as if it were not the Trustee hereunder.
23. Describe any bonding arrangement for officers, directors, partners
or employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
First Bank has customary Financial Institution Bond insurance. This
covers financial loss suffered by it or its subsidiaries, including the
Trust, as a result of employee infidelity, loss of property (money,
securities, negotiable and non-negotiable instruments) on its premises
or in transit through robbery, burglary or larceny. It also covers
forgery or alteration of negotiable instruments, including loss of
securities, acquired, sold or delivered by the bank for its own account
or for the account of others.
24. State the substance of any other material provisions of any
indenture or agreement concerning the trust or its securities and a
description of any other material functions or duties of the depositor,
trustee or custodian not stated in Item 10 or Items 14 to 23,
inclusive.
The Trustee shall determine the net asset value of the Trust as of the
Evaluation Time on: (1) the Date of Deposit, (2) the last Business Day
of each month, (3) each day on which a proper request for redemption is
received by the Trustee, and (4) any other Business Day desired by the
Trustee or requested by the Depositor.
Each determination of the Trust's net asset value shall take into
account and separately itemize: (1) the cash on hand in the Trust
(exclusive of cash held for distribution to Unitholders, and required
for redemption of Units requested, as of a date prior to the date of
determination) or moneys in the process of being collected in respect
of interest coupons or securities matured or called for redemption
prior to maturity, (2) the value of each class of the Securities in the
Trust and (3) any and all other assets and liabilities of the Trust as
determined in accordance with generally accepted accounting principles
consistently applied.
In making the evaluations, the Trustee may determine the value of each
issue of the Securities in the Trust by the following methods or any
combination thereof which it deems appropriate: (1) on the basis of
current market value of the Securities, (2) if market values are not
available for any of the Securities, on the basis of market values for
comparable assets or as determined in good faith by the Depositor, or
(3) by causing the value of the Securities to be determined by persons
engaged in the practice of evaluating, quoting or appraising comparable
loans for each such evaluation there shall be deducted from the sum of
the above: (i) amounts representing any applicable taxes or
governmental charges payable out of the Trust and for which no
deductions shall have previously been made for the purpose of addition
to the Interest Account, (ii) amounts representing accrued expenses of
the Trust including but not limited to unpaid fees and expenses of the
Trustee, the Depositor and counsel, in each case as reported by the
Trustee to the Depositor on or prior to the date of evaluation, and
<PAGE>
(iii) cash held for distribution to Unitholders of record, and required
for redemption of Units tendered, as of a date prior to the evaluation
then being made.
For purposes of calculating such evaluation and the Unit Value, the
Trustee shall treat all anticipated expenses as having been paid and
all liabilities therefor as having been incurred, and all Units as
having been issued, in each case on the date of the Indenture, and, in
connection with each such calculation, shall take into account a pro
rata portion of such expense and liability based on the actual number
of Units issued as of the date of such calculation. In the event the
Trustee is informed by the Depositor of a revision in its estimate of
total expenses or total Units or period of amortization and upon the
conclusion of the deposit of additional Securities, the Trustee shall
base calculations made thereafter on such revised estimates or actual
expenses or period of amortization, respectively, but such adjustment
shall not affect calculations made prior thereto and no adjustment
shall be made in respect thereof.
The Depositor shall also cause an evaluation of the Securities to be
made as of the Evaluation Time on the day preceding the day on which
said Securities are deposited under the Indenture. Such evaluation
shall be made on the same basis as set forth in the preceding paragraph
except that it shall be based upon offering prices of said Securities.
The Depositor shall not be liable or responsible, under any
circumstances whatever, for the accuracy or correctness of such
evaluation or for the selection of any third-party evaluator making the
same.
Notwithstanding the foregoing procedures for determining the net asset
value of the Trust, the determination of the Trust's net asset value as
of the Date of Deposit shall be based on the Trustee's good faith
evaluation of the value of the Securities held in the Trust, plus the
amount of any cash held in the Trust.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the
name of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
Star Lane Holdings Trust Statutory Trust, Depositor, was organized on
January 21, 2000, as a Connecticut Statutory Trust pursuant to Chapter
615 of Title 34 of the Connecticut General Statutes Section 500.
26. (a) Furnish the following information with respect to
all fees received by the Depositor of the trusts in connection with
the exercise of any functions or duties concerning securities of the
trust during the period covered by the financial statements filed
herewith.
Not applicable, as no fees have been received by the Depositor of the
Trust in connection with the exercise of any functions or duties
concerning securities of the Trust.
(b) Furnish the following information with respect to any fee
or any participation in fees received by the depositor from
any underlying investment company or any affiliated person or
investment advisor of such company:
<PAGE>
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in
consideration for such fee or participation.
(4) The aggregate amount received during the last
fiscal year covered by the financial statements filed
herewith.
Not applicable.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities therewith. If the depositor has caused to act in such named
capacities, state the date of and circumstances surrounding such
cessation.
The Depositor was organized as a Connecticut Statutory Trust for the
purpose of acting as Depositor for the Trust. Depositor has not acted
in any capacity with respect to any investment company or companies
other than this Trust.
Reference is made to the information provided in answer to Items 16,
22, 24 and 25 above.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect to
each natural person directly or indirectly owning, controlling or
holding with power to vote 5% or more of the outstanding voting
securities of the depositor.
As at January 1, 2000
(Date)
- --------------------------------------------------------------------------------
Name And Principal Nature Of Relationship Or Affiliation
Business Address With Depositor Of The Trust
- --------------------------------------------------------------------------------
Star Lane Holdings Trust Statutory Trust Depositor
Annette R. Carson Trustee of Depositor
Lisa K. Vansickle Trustee of Depositor
Frank H. Sanfilippo Trustee of Depositor
The principal business address of each person listed above is 11901
Olive Boulevard, St. Louis, Missouri 63141.
<PAGE>
<TABLE>
<CAPTION>
Ownership Of All Securities Of The Depositor
----------------------------------------------------------------------------------------------------------------
Securities Owned Securities Owned Securities Owned
Of Record Which Of Record Which Beneficially
Are Also Owned Are not Owned Which Are Not
Beneficially Beneficially Owned of Record
------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Title
Of Percent Percent Percent
Name Class Amount Of Class Amount Of Class Amount Of Class
- -------------------------------------------------------------------------------------------------------------------
First Bank N/A 100 units 100% 0 0 0 0
of equity
interest
Ownership Of All Securities Of The Trust
Securities Owned Securities Owned Securities Owned
Of Record Which Of Record Which Beneficially
Are Also Owned Are not Owned Which Are Not
Beneficially Beneficially Owned of Record
Title
Of Percent Percent Percent
Name Class Amount Of Class Amount Of Class Amount Of Class
- -------------------------------------------------------------------------------------------------------------------
Star Lane Units 1,120,000 100% 0 0 0 0
Holdings Trust
Statutory Trust
Reference is made to the information provided in the answer to Item 35 below.
</TABLE>
<TABLE>
<CAPTION>
Other Companies Of Which Each Of the Persons Named Above
Is Presently An Officer, Director Or Partner
Name And Principal Business Nature Of Business Nature Of Affiliation With
Name Address Of Such Other Company Of Such Other Company Such Other Company
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank H. Sanfilippo First Banks, Inc. Bank Holding Company Executive Vice President, CFO
First Bank Bank Director
First Banks America, Inc. Bank Holding Company Executive Vice President, CFO
Lisa K. Vansickle First Banks, Inc. Bank Holding Company Vice President-Controller
First Bank Bank Vice President
First Banks America, Inc. Bank Holding Company Vice President- Controller
First Preferred Capital Trust Delaware Business Trust Trustee
First America Capital Trust Delaware Business Trust Trustee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Annette R. Carson First Banks, Inc. Bank Holding Company Vice President -
Director of Taxes
First Bank Bank Vice President
First Land Trustee Corp. Trustee of Deeds Vice President
FB Commercial Finance, Inc. Non-Bank Financial Corp Vice President
First Bank & Trust Bank Vice President
First Banks America, Inc. Bank Holding Company Vice President
First Bank Texas NA Bank Vice President
First Bank of California Bank Vice President
</TABLE>
The principal business address of: First Banks, Inc. is 135 N. Meramec,
Clayton, Missouri 63105, Attn. Allen H. Blake; First Bank is 11901 Olive
Boulevard, St. Louis, Missouri 63141, Attn. Lisa K. Vansickle; First Banks
America, Inc. is 135 N. Meramec, Clayton, Missouri 63105, Attn. Allen H. Blake;
First Preferred Capital Trust is 135 N. Meramec, Clayton, Missouri 63105, Attn.
Allen H. Blake; First America Capital Trust is 135 N. Meramec, Clayton, Missouri
63105, Attn. Allen H. Blake; First Land Trustee Corp, 11901 Olive Boulevard, St.
Louis, Missouri 63141, Attn. Annette R. Carson; FB Commercial Finance, Inc., 135
N. Meramec, Clayton, Missouri 63105, Attn. Annette R. Carson; First Bank &
Trust, 4301 MacArthur Boulevard, Newport Beach, California 92660, Attn. Annette
R. Carson; First Bank Texas NA, 8820 Westheimer Boulevard, Houston, Texas 77263,
Attn. Annette R. Carson; and First Bank of California, 865 Howe Avenue,
Sacramento, California 95825, Attn. Annette R. Carson.
29. Furnish as at latest practicable date the following information
with respect to each company which directly or indirectly owns,
controls or holds with power to vote 5% or more of the outstanding
voting securities of the depositor.
As at January 1, 2000 .
--------------------------
(Date)
<TABLE>
<CAPTION>
Name and Principal Business Address
<S> <C>
First Bank - 11901 Olive Boulevard, St. Louis, Missouri 63141, Attn. Lisa K. Vansickle
- ---------------------------------------------------------------------------------------------------------------
First Banks, Inc.- 135 N. Meramec, Clayton, Missouri 63105, Attn. Allen H. Blake
- ---------------------------------------------------------------------------------------------------------------
James F. Dierberg - 135 N. Meramec, Clayton, Missouri 63105
- ---------------------------------------------------------------------------------------------------------------
Nature of Business
First Bank - Bank
- ----------------------------------------------------------------------------------------------------------------
First Banks, Inc.- Bank Holding Company, Parent of First Bank
- ----------------------------------------------------------------------------------------------------------------
James F. Dierberg - Commercial Banking, Chairman of First Banks, Inc., Controls voting stock of First Banks, Inc.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Ownership Of All Securities Of The Depositor
Securities Owned Securities Owned Securities Owned
Of Record Which Of Record Which Beneficially
Are Also Owned Are not Owned Which Are Not
Beneficially Beneficially Owned of Record
<S> <C> <C> <C> <C> <C> <C>
Title
Of Percent Percent Percent
Name Class Amount Of Class Amount Of Class Amount Of Class
- ---------------------------------------------------------------------------------------------------------------------
First Bank N/A 100 units 100% 0 0 0 0
of equity
interest
</TABLE>
Reference is made to the information provided in the answers to Items 30 and 35
below.
<PAGE>
<TABLE>
<CAPTION>
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information
with respect to any person, other than those covered by Items 28, 29
and 42, who directly or indirectly controls the depositor.
As at January 1, 2000
---------------
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nature Of Principal
Name And Principal Business Of Such Brief Description Of
Business Address Person Basis Of Control
- -----------------------------------------------------------------------------------------------------------
First Banks, Inc. Bank Holding Company Parent company of First Bank
135 N. Meramec
Clayton, Missouri 63105
James F. Dierberg Commercial Banking Chairman; controls voting stock
135 N. Meramec of First Banks, Inc.
Clayton, Missouri 63105
</TABLE>
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the remuneration
for services paid by the depositor during the last fiscal year covered
by financial statements filed herewith:
(a) directly to each of the officers or partners of the
depositor directly receiving the three highest amounts of
remuneration.
- --------------------------------------------------------------------------------
Name Of Capacity In Which Received
Person And Nature Of Services Amount Of Remuneration Paid
- --------------------------------------------------------------------------------
Not applicable.
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included
under Item 31(a), stating separately the aggregate amount paid
by the depositor itself and the aggregate amount paid by all
the subsidiaries.
Not applicable.
<PAGE>
<TABLE>
<CAPTION>
(c) indirectly or through subsidiaries to each of the officers or partners of the depositor.
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Name Of Relationship Of Name Of Company Relationship Of
Person Person to Receiving Person To Company
Depositor Remuneration Receiving
Remuneration
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Nature Of Services Name Of Each Amount Paid By Each
Paying Company Such Company
- ---------------------------------------------------------------------------------------------------
Not applicable.
<PAGE>
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration
for services,1 exclusive of remuneration reported under item 31, paid
by the depositor during the last fiscal year covered by financial
statements filed herewith:
(a) The aggregate direct remuneration to directors; and
(b) Indirectly or through subsidiaries to directors.
Name Of Relationship Of Name Of Company Relationship Of
Person Person to Receiving Person To Company
Depositor Remuneration Receiving
Remuneration
Nature Of Services Name Of Each Amount Paid By Each
Paying Company Such Company
Not applicable.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees
of the depositor (exclusive of persons whose remuneration is
reported in Items 31 and 32) who received remuneration in
excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last
fiscal year covered by financial statements filed herewith
to the following classes of persons (exclusive of those
persons covered by Item 33(a)): (1) Sales managers, branch
managers, district managers and other persons supervising
the sale of registrant's securities; (2) Salesmen, sales
agents canvassers and other persons making solicitations
but not in supervisory capacity; (3) Administrative and
clerical employees; and (4) Others (Specify). If a person is
employed in more than one capacity, classify according to
predominant type of work.
1 The term "remuneration for services" includes: (1) salaries, fees, commissions
and all the forms of direct compensation paid to the person in question
individually by the depositor for all services rendered with respect to the
trust, and (2) indirect compensation paid by an underwriter or investment
advisor of the trust (other than the depositor) or by a subsidiary of the
depositor in connection with services rendered with respect to the trust.
Indirect compensation also includes brokerage commissions, other agency
commissions, investment advisory fees, legal fees and similar remuneration paid
(before deducting expenses of rendering such services) to any partnership of
which the person in question is a member or to any other company in which such
person has an interest of five percent or more, but it is not necessary to make
any allocation of the individual's proportionate interest in such indirect
compensation. The term "remuneration for services" does not include fees for
acting as transfer agent, registrar, paying agent, or similar services
ordinarily performed by a bank or trust company, nor does it include payments
for rent or services incident to a lessor-lessor relationship or similar
payments.
Not applicable.
<PAGE>
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate
amount of compensation for services paid any person (exclusive of
persons whose remuneration is reported in Items 31, 32 and 33), whose
aggregate compensation in connection with services rendered with
respect to the trust in all capacities exceeded $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discounted, indicating by appropriate letter
the status with respect to each state.
Star Lane Holdings Trust Statutory Trust, Depositor, holds 100% of the
Units issued by the Trust. Depositor will issue Units either to
directors, officers and employees, or members of their immediate
families, of First Banks, Inc., its subsidiaries and affiliates or will
issue Units to First Banks, Inc., its subsidiaries and affiliates for
the purpose of distribution of those Units to its directors, officers
and employees, or members of their immediate families. While Units may
be sold by the Depositor at the offering price, it is anticipated that
most, if not all, of the Units will be distributed to the persons
described above in the states of Missouri, Illinois, Texas and
California.
36. If sales of the trust's securities have at any time since January
1, 1936, been suspended for more than a month, describe briefly the
reasons for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where, subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
<PAGE>
(b) Furnish the following information with regard to each
instance where subsequent to January 1, 1937, the authority to
distribute securities of the trust has been revoked by any
federal or state governmental officer, agency or regulatory
body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for
revocation.
Not applicable.
38. (a) Furnish a general description of the method of
distribution of securities of the trust.
(b) State the substance of any current selling agreement
between each principal underwriter and the trust or the
depositor, including a statement as to the inception and
termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
(c) State the substance of any current agreements or
arrangements of each principal underwriter with dealers,
agents, salesman, etc., with respect to commissions and
overriding commissions, territories, franchises,
qualifications and revocations. If the trust is the issuer of
periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement
concerning schedules of commissions, such schedules of
commissions may be filed as Exhibit A(3)(C).
Not applicable. Reference is made to the information provided in the
answer to Item 35 above.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal
underwriter of securities of the trust, the name of the state or other
sovereign power under the laws of which each underwriter was organized
and the date of organization.
Not applicable.
(b) State whether any principal underwriter currently
distributing securities of the trust is a member of the
National Association of Securities Dealers, Inc.
None.
<PAGE>
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale of
securities of the trust and any other functions in connection therewith
exercised by such underwriter in such capacity or otherwise during the
period covered by the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee
or any participation in fees received by each principal
underwriter from any underlying investment company or any
affiliated person or investment advisor of such company.
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in
consideration for such fee or participation.
(4) The aggregate amount received during the last
fiscal year covered by the financial statements filed
herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by
each principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name or
names of such company or companies, their relationship, if any, to the
trust and the nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and the
circumstances surrounding such cessation.
Not applicable.
(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling
securities of the trust and furnish the name and residence
address of the person in charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each
principal underwriter through whom any of the securities of
the trust were distributed for the last fiscal year of the
trust covered by the financial statements filed herewith and
furnish the aggregate amount of compensation received by such
salesmen in such year.
<PAGE>
Not applicable.
42. Furnish as at latest practicable date the following information
with respect to each principal underwriter currently distributing
securities of the trust and with respect to each of the officers,
directors or partners of such underwriter.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial
statements filed herewith, the amount of brokerage commissions received
by any principal underwriter who is a member of a national securities
exchange and who is currently distributing the securities of the trust
or effecting transactions for the trust in the portfolio securities of
the trust.
Not applicable.
OFFERING PRICES OF ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for the purpose of determining the offering
price to the public of securities issued by the trust or the evaluation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate.
(1) The source of quotations used to determine
the value of portfolio securities.
(2) Whether opening, closing, bid, asked o any
other price is used.
(3) Whether price is as of the day of sale or as
of any other time.
(4) A brief description of the methods used
by registrant for determining other assets and
liabilities including accrual for expenses and taxes
(including taxes on unrealized appreciation).
(5) Other items which registrant adds to the
net asset value in computing offering price of its
securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load) and
(ii) after adding distributor's
compensation (load).
Not applicable. Reference is made to the information provided in Item
10(d)(A) and Item 35 above.
(b) Furnish a specimen schedule showing the components
of the offering price of the trust's securities as at the
latest practicable date.
Not applicable.
(c) If there is any variation in the offering price of the
trust's securities to any person or classes of persons other
than underwriters, state the nature and amount of such
variation and indicate the person or classes of persons to
whom such offering is made.
Not applicable.
<PAGE>
45. Furnish the following information with respect to any suspension of
the redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith:
(a) By whose action redemption rights were suspended.
(b) The number of days' notice given to security holders
prior to suspension of redemption rights.
(c) Reason for suspension.
(d) Period during which suspension was in effect.
Not applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to
the method of determining the redemption or withdrawal
valuation of securities issued by the trust:
(1) The source of quotations used to determine
the value of portfolio securities.
(2) Whether opening, closing, bid, asked or any
other price is used.
(3) Whether price is as of the date of sale or
as of any other time.
(4) A brief description of the methods used by
registrant for determining other assets and
liabilities including accruals for expenses and taxes
(including taxes on unrealized appreciation).
(5) Other items which registrant deducts from the net
asset value in computing redemption value of its
securities.
(6) Whether adjustments are made for fractions.
Reference is made to the information provided in Item 10(d) and Item 24
above.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as
at the latest practicable date.
Not applicable.
<PAGE>
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES
FROM AND TO SECURITY HOLDERS
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in
the underlying securities, the extent and nature thereof and the person
who maintains such a position. Include a description of the procedure
with respect to the purchase of underlying securities or interests in
the underlying securities from security holders who exercise redemption
or withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders. State
whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items
44 and 46. If any item of expenditure included in the determination of
the evaluation is not or may not be actually incurred or expended,
explain the nature of such item and who may benefit from the
transaction.
Reference is made to information provided in answers to Item 10(d),
Item 14 and Item 16 above.
VI. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or
custodian of the trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which
the trustee or custodian was organized.
(d) Name of governmental supervising or examining
authority.
The Trustee is First Bank, St. Louis, Missouri, a Missour chartered
bank headquartered in St. Louis County, Missouri, with its principal
executive office located at 11901 Olive Blvd., St. Louis, Missouri
63141. The Trustee is subject to supervision by the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance
Corporation and the Missouri Division of Finance.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Reference is made to the information provided in answer to Item
13(a)(D) above.
50. State whether the trustee or custodian or any other person has or
may create a lien on the assets of the trust and, if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
Reference is made to information provided in answer to Item 13(a)(D)
above.
<PAGE>
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of
holders of securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group
policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to
which the proceeds of the policies must be put.
(f) The terms and manner of cancellation and of
reinstatement.
(g) The method of determining the amount of premium to be
paid by holders of securities.
(h) The amount of aggregate premiums paid to the insurance
company during the last fiscal year.
(i) Whether any person other than the insurance company
receives any part of such premiums, the name of each such
person and the amounts involved, and the nature of the
services rendered therefor.
(j) The substance of any other material provisions of
any indenture or agreement of the trust relating to
insurance.
Not applicable.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method of
selection by which particular portfolio securities must or may be
eliminated from assets of the trust or must or may be replaced by other
portfolio securities. If an investment advisor or other person is to be
employed in connection with such selection, elimination or
substitution, state the name of such person, the nature of any
affiliation to the depositor, trustee or custodian and any principal
underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture
or agreement, describe briefly the method of selection of such person.
Reference is made to the information provided in answer to Item 16
above.
<PAGE>
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the
eliminated security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee
or custodian or any affiliated person of the
foregoing were involved in the transaction.
(7) Compensation or remuneration received by
each such person directly or indirectly as a result
of the transaction.
Not applicable.
(c) Describe the policy of the trust with respect to
the substitution and elimination of the underlying
securities of the trust with respect to:
(1) The grounds for elimination and substitution.
(2) The type of securities which may be
substituted for any underlying security.
(3) Whether the acquisition of such
substituted security or securities would
constitute the concentration of investment in a
particular industry or group of industries or would
conform to a policy of concentration of investment
in a particular industry or group of industries.
(4) Whether such substituted securities may be
the securities of another investment company.
(5) The substance of the provisions of any indenture
or agreement which authorize or restrict the policy
of the registrant in this regard.
Reference is made to the information provided in answer to Item 16
above.
(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which
is deemed a matter of fundamental policy and which is elected
to be treated as such.
Reference is made to the information provided in answer to Item 16
above.
<PAGE>
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
The Trust will be structured and taxed as a RIC under Section 851 of
the Internal Revenue Code of 1986, as amended (the "Code").
(b) State whether the trust qualified for the last taxable
year as a regulated investment company as defined in Section
851 of the Internal Revenue Code of 1954, and state its
present intention with respect to such qualifications during
the current taxable year.
Not applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan
certificates furnish the following information with respect to each
class or series of its securities:
Not applicable since information relates to registrant's past 10 fiscal
years.
(Items 55, 56, 57 and 58 are inapplicable since they relate only to
periodic payment plan certificates.)
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS OF THE TRUST
FINANCIAL STATEMENTS OF THE DEPOSITOR
There shall be filed for each such person:
(1) A balance sheet as of the end of its last fiscal year.
(2) A profit and loss statement and a statement of surplus for the
fiscal year ending as of the date of the balance sheet filed.
<PAGE>
EXHIBITS
The following Exhibits are filed herewith:
Exhibit A(1) Trust Indenture and Agreement among Star
Lane Holdings Trust Statutory Trust, as Depositor,
First Bank, as Trustee, and First Bank, in its
individual capacity.
Exhibit A(4) Participation Agreement, between First Bank and
Star Lane Holdings Trust Statutory Trust.
Exhibit A(5) Form of Certificate of Trust Units.
Exhibit A(6) Certificate of Trust and Declaration of Trust of
Star Lane Holdings Trust Statutory
Trust.
Exhibit A(9) Agreement between Star Lane Holdings Trust
Statutory Trust, Depositor, and Star Lane Trust.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
Star Lane Holdings Trust Statutory Trust, the depositor of the
registrant, has caused this registration statement to be duly signed on
behalf of the registrant in the County of St. Louis and State of
Missouri on the 21st day of January, 2000.
STAR LANE TRUST
By: STAR LANE HOLDINGS TRUST STATUTORY
TRUST, Depositor
By: /s/Annette R. Carson
--------------------
Annette R. Carson, Trustee
Attest:
/s/Lisa K. Vansickle
--------------------
Name: Lisa K. Vansickle
Title: Vice President
<PAGE>
EXHIBIT A(1)
- --------------------------------------------------------------------------------
TRUST INDENTURE AND AGREEMENT
FOR
STAR LANE TRUST
Effective: January 21, 2000
Between
STAR LANE HOLDINGS TRUST STATUTORY TRUST
As Depositor,
FIRST BANK,
As Trustee,
And FIRST BANK,
In its individual capacity.
------------------------------
- --------------------------------------------------------------------------------
<PAGE>
STAR LANE TRUST
TRUST INDENTURE AND AGREEMENT
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
ARTICLE I DEFINITIONS..............................................................................1
SECTION 1.01 ..............................................................................1
ARTICLE II DEPOSIT OF SECURITIES AND ACCEPTANCE OF TRUST............................................3
SECTION 2.01 DEPOSIT OF SECURITIES.........................................................3
SECTION 2.02 ACCEPTANCE OF TRUST...........................................................4
SECTION 2.03 ISSUANCE OF CERTIFICATES......................................................4
ARTICLE III ADMINISTRATION OF TRUST..................................................................4
SECTION 3.01 INITIAL COST..................................................................4
SECTION 3.02 INTEREST ACCOUNT..............................................................4
SECTION 3.03 PRINCIPAL ACCOUNT.............................................................4
SECTION 3.04 DISTRIBUTIONS.................................................................5
SECTION 3.05 DISTRIBUTION STATEMENTS.......................................................5
SECTION 3.06 SALE OF SECURITIES............................................................7
SECTION 3.07 COUNSEL.......................................................................8
SECTION 3.08 NOTICE AND SALE BY TRUSTEE....................................................8
SECTION 3.09 TRUSTEE NOT REQUIRED TO AMORTIZE..............................................8
SECTION 3.10 LIABILITY OF DEPOSITOR........................................................8
SECTION 3.11 NOTICE TO DEPOSITOR...........................................................8
SECTION 3.12 REPLACEMENT AND REINVESTMENT SECURITIES.......................................9
ARTICLE IV REDEMPTION, PURCHASE OR TRANSFER OF UNITS...............................................10
SECTION 4.01 DETERMINATION OF NET ASSET VALUE.............................................10
SECTION 4.02 REDEMPTIONS BY TRUSTEE; PURCHASES
BY DEPOSITOR.........................................................11
SECTION 4.03 TRANSFER OF UNITS............................................................13
SECTION 4.04 COMPENSATION OF DEPOSITOR....................................................14
ARTICLE V TRUSTEE.................................................................................14
SECTION 5.01 TRUSTEE'S LIABILITIES, RIGHTS AND DUTIES.....................................14
SECTION 5.02 BOOKS, RECORDS AND REPORTS...................................................17
SECTION 5.03 INDENTURE AND LIST OF SECURITIES ON FILE.....................................17
SECTION 5.04 COMPENSATION.................................................................17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<CAPTION>
<S> <C>; <C> <C>
SECTION 5.05 REMOVAL AND RESIGNATION OF TRUSTEE;
SUCCESSOR................................................................18
SECTION 5.06 QUALIFICATIONS OF TRUSTEE....................................................19
ARTICLE VI RIGHTS OF UNITHOLDERS...................................................................19
SECTION 6.01 BENEFICIARIES OF TRUST.......................................................19
SECTION 6.02 RIGHTS, TERMS AND CONDITIONS.................................................19
ARTICLE VII ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS..........................................20
SECTION 7.01 AMENDMENTS...................................................................20
SECTION 7.02 TERMINATION..................................................................20
SECTION 7.03 CONSTRUCTION.................................................................21
SECTION 7.04 WRITTEN NOTICE...............................................................21
SECTION 7.05 SEVERABILITY.................................................................21
SECTION 7.06 DISSOLUTION OF DEPOSITOR NOT TO TERMINATE
INDENTURE............................................................21
SECTION 7.07 REGISTRATION OF UNITS........................................................21
SECTION 7.08 LIMITATION OF LIABILITY......................................................22
SECTION 7.09 SUCCESSORS TO FIRST BANK.....................................................22
SECTION 7.10 TAXED AS A RIC...............................................................22
This Table of Contents does not constitute part of the Indenture.
</TABLE>
<PAGE>
STAR LANE TRUST
TRUST INDENTURE AND AGREEMENT
Dated: January 21, 2000
This TRUST INDENTURE AND AGREEMENT by and among STAR LANE HOLDINGS
TRUST STATUTORY TRUST, a Connecticut Statutory Trust, as Depositor, FIRST BANK,
a Missouri state bank, as Trustee, and FIRST BANK, in its individual capacity,
sets forth in full the provisions governing this Trust.
WITNESSETH THAT:
In consideration of the promises and of the mutual agreements herein
contained, the Depositor, the Trustee and First Bank agree as follows:
ARTICLE I.........
DEFINITIONS
Section 1.01......Whenever used in this Indenture the following words and
phrases, unless the context clearly dictates otherwise, shall have the following
meanings:
(1)......"Business Day" shall mean any day other than a Saturday,
Sunday or a day which in the State of Missouri is a legal holiday or a day on
which banking institutions are authorized by law to close.
(2)......"Certificate" shall mean any one of the certificates executed
by the Trustee and the Depositor evidencing ownership of an undivided fractional
interest in the Trust.
(3)......"Date of Deposit" shall mean January 21, 2000.
(4)......"Depositor" shall mean Star Lane Holdings Trust Statutory
Trust, a Connecticut Statutory Trust, and its successors in interest, or any
successor depositor as hereinafter provided for.
(5)......"Distribution Date" shall mean the 15th day of July and the
15th day of December and any date on which a distribution is made under Section
3.04 of the Indenture, or if such day is not a Business Day, the next succeeding
Business Day.
(6)......"Evaluation Time" shall mean 4:00 p.m. EST on each day
specified in Section 4.01.
(7)......"Indenture" shall mean this Trust Indenture and Agreement, as
amended, from time to time.
<PAGE>
(8)......"Interest Account" shall mean a separate account or
sub-account for the Trust, to which the Trustee shall credit any interest it
collects on the Securities in the Trust as such interest becomes payable.
(9)......"Mandatory Termination Date" shall mean the last Business Day
of 2014.
(10)....."First Bank" shall mean First Bank in its individual capacity
and not in its capacity as Trustee, unless otherwise specified.
(11)....."Principal Account" shall mean a separate account or
sub-account for the Trust, to which shall be credited Securities of the Trust
and all moneys, other than amounts credited to the Interest Account, received by
the Trustee in respect of the Securities of the Trust.
(12)....."Record Date" shall mean the 1st day of the same month of the
Distribution Date.
(13)....."Redemption Date" shall mean the date on which any proper
request for redemption of Units shall be effected by the Trustee, which date
shall be on or before the 7th calendar day following the Trustee's receipt of a
proper request for redemption.
(14)....."Redemption Price" shall mean cash equivalent to the Unit
Value, determined by the Trustee as of the Evaluation Time next calculated
following the Trustee's receipt of a proper request for redemption, multiplied
by the number of Units redeemed by a Unitholder.
(15)...."Reinvestment Period" shall mean the time from the Date of
Deposit for the Trust until the Depositor notifies the Trustee in writing that
purchasing Reinvestment Securities is impractical.
(16)...."Reinvestment Securities" shall mean obligations to be
acquired and held as part of the Trust during the Reinvestment Period pursuant
to Section 3.12 and which will constitute Securities of the Trust. Reinvestment
Securities will be priced in the same manner as the Securities under Section
4.01 of this Indenture.
(17)....."Replacement Securities" shall mean obligations to be held as
Securities as part of the Trust pursuant to Section 3.12, purchased with moneys
held in the Principal Account representing proceeds of Securities pursuant to
Section 3.06 or 3.08, or proceeds from the sale of Securities pursuant to
Section 4.02 to the extent that such proceeds are not required for the purpose
of redemption of Units. Replacement Securities will constitute Securities of the
Trust and will be priced in the same manner as the Securities under Section 4.01
of this Indenture.
(18)....."RIC" shall mean a "regulated investment company," as defined
in Section 851 of the Internal Revenue Code of 1986, as amended.
(19)....."Securities" shall mean such of the loans, participations,
municipal securities and other securities, cash or cash equivalents deposited in
trust and listed in Appendix D of this Indenture, as may from time to time
continue to be held as part of the Trust; provided, however, that such loans,
participations, municipal securities and other securities, cash or cash
equivalents may consist solely of investments that are permissible for both a
Missouri-chartered bank and a national banking association.
<PAGE>
(20)....."Trust" shall mean the separate trust created by this
Indenture, known as "Star Lane Trust," which shall consist of all the Securities
and cash held pursuant and subject to this Indenture, together with all
undistributed interest received or accrued thereon and any undistributed cash
realized from the sale, redemption, liquidation or maturity thereof.
(21)....."Trustee" shall mean First Bank, a Missouri state bank, or any
successor trustee as hereinafter provided for.
(22)....."Trustee's Office" shall mean the office of the Trustee at
11901 Olive Boulevard, St. Louis, Missouri 63141, Attn. Lisa K. Vansickle, or
any other office that the Trustee may from time to time designate as the
principal office where its unit trust business shall be conducted.
(23)....."Unit" in respect of the Trust shall mean a fractional
undivided ownership interest in the Trust equal to the fraction the numerator of
which is one and the denominator of which initially is 1,120,000, which shall be
(1) increased by the number of any additional Units issued pursuant to Section
2.01 hereof or (2) decreased by the number of any such Units redeemed as
provided in Section 4.02.
(24)....."Unitholder" shall mean the registered holder of any Unit
recorded on the books of the Trust, who as such shall be deemed a beneficiary of
the Trust to the extent of his pro rata share thereof.
(25)....."Unit Value" shall mean the current net asset value of the
Trust divided by the number of outstanding Units of the Trust.
Words importing a singular number shall include the plural number in
each case and vice versa, and words importing a person shall include
corporations and associations, as well as natural persons.
The words "HEREIN," "HEREBY," "HEREWITH," "HEREOF," "HEREINAFTER,"
"HEREUNDER," "HEREINABOVE," "HEREAFTER," "HERETOFORE" and similar words or
phrases of reference and association shall refer to this Indenture in its
entirety.
<PAGE>
ARTICLE II
DEPOSIT OF SECURITIES AND ACCEPTANCE OF TRUST
Section 2.01......DEPOSIT OF SECURITIES:
(a)......The Depositor, on the Date of Deposit, has deposited with the
Trustee, in trust, the Securities registered in the name, or on behalf of, the
Trust in bearer form or duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form to be held, administered
and applied by the Trustee as herein provided.
(b)......The Trustee is hereby irrevocably authorized to effect
registration or transfer of the Securities to or on behalf of the Trust or its
nominee.
Section 2.02......ACCEPTANCE OF TRUST: The Trustee hereby accepts the Trust
herein created for the use and benefit of the Unitholders, subject to the terms
and conditions of this Indenture.
Section 2.03......ISSUANCE OF CERTIFICATES: The Trustee hereby acknowledges
receipt of the deposit referred to in Section 2.01 and simultaneously with the
receipt of said deposit has executed and delivered to or on the order of the
Depositor Certificates substantially in the form herein recited or has recorded
on the books of each Trust for the account of the Depositor the ownership
1,120,000 of Units representing the ownership of all of the Units of the Trust
on the Date of Deposit.
Each Certificate referred to in this Section 2.03 is, and each
Certificate hereafter issued shall be, in substantially the form herein recited,
numbered serially for identification, in fully registered form, transferable
only on the books of the Trustee as herein provided, executed either manually or
in facsimile by an authorized signatory of the Trustee and in facsimile by the
trustee of the Depositor and dated the date of execution and delivery by the
Trustee.
ARTICLE III
ADMINISTRATION OF TRUST
Section 3.01......INITIAL COST: The expenses incurred in establishing the Trust,
including the cost of preparing and printing the registration statement
regarding the Units, supplemental literature, this Indenture, and other
documents relating to the Trust, state blue sky fees, the costs of determining
the net asset value of the portfolio, any audit of the Trust, and legal and
other out-of-pocket expenses related thereto shall be borne by First Bank in its
individual capacity.
Section 3.02......INTEREST ACCOUNT: The Trustee shall collect the interest on
the Securities, as such becomes payable (including all interest accrued but
unpaid prior to the Date of Deposit of the Securities hereunder and including
that part of the proceeds of the sale, liquidation, redemption or maturity of
any Securities that represents accrued interest thereon but not accrued original
issue discount, if any) and credit such interest to the Interest Account.
<PAGE>
Section 3.03......PRINCIPAL ACCOUNT: The Securities in the Trust and all moneys
other than amounts credited to the Interest Account, received by the Trustee in
respect of the Securities in the Trust, shall be credited to the Principal
Account.
The Trustee shall give prompt written notice to the Depositor of all
amounts credited to or withdrawn from the Principal Account and the balance in
such account after giving effect to such credit or withdrawal.
Section 3.04......DISTRIBUTIONS: As of each Record Date, commencing in December,
2000, the Trustee shall determine the distributions to be made on the related
Distribution Date, which shall consist of the cash balance of the Interest
Account and of the Principal Account calculated as of such Record Date, provided
that the Trustee shall not be required to make a distribution from the Principal
Account unless the cash balance thereof available for distribution shall be
sufficient to distribute at least one cent per Unit. On each Distribution Date,
commencing in December 2000, the Trustee shall distribute by mail or wire to or
upon the order of each Unitholder other than Depositor as of the close of
business on the preceding Record Date at the post office address or account, as
applicable, appearing on the registration books of the Trust, such Unitholder's
pro rata share of the distribution made on such Distribution Date. On each
Distribution Date, the Trustee shall pay to Depositor directly by mail or wire
its pro rata share of the distribution made on such Distribution Date. In the
computation of each such share, amounts of less than one cent shall be omitted.
After any such distribution provided for above, any cash balance remaining in
the Interest Account or the Principal Account shall be held in the same manner
as other amounts subsequently deposited in each of such accounts, respectively.
Amounts in the Principal Account or the Interest Account that the
Depositor determines (and so notifies the Trustee in writing or via facsimile)
are required to be distributed for the Trust to maintain its status as a RIC
shall be distributed either (i) on the next Distribution Date, to Unitholders of
record on the related Record Date; or (ii) on a special distribution date, as
determined by Depositor, to unitholders of record on the 1st day of the same
month as such special distribution date.
If the Trustee determines that an event has occurred as a result of
which there has resulted an excess distribution from the Interest Account, it
shall reduce subsequent distributions therefrom so as to reconcile, as promptly
as practicable, the aggregate net income of and distributions from such account.
For the purpose of distribution as herein provided, the holders of record on the
registration books of the Trust at the close of business on each Record Date
shall be conclusively entitled to such distribution, and no liability shall
attach to the Trustee by reason of payment to any such registered Unitholder of
record. Nothing herein shall be construed to prevent the payment of amounts from
the Interest Account and the Principal Account to individual Unitholders by
means of check, draft, wire or other proper instrument, provided that the
appropriate statement of such distribution shall be furnished therewith as
provided in Section 3.05 hereof.
<PAGE>
Section 3.05......DISTRIBUTION STATEMENTS: On each Record Date, the Trustee
shall furnish a distribution statement, in substantially the form set forth in
Appendix A, to this Indenture, to each Unitholder on a per Unit basis with each
distribution from the Interest or Principal Accounts, except that such
information need not be furnished to a Unitholder who has waived receipt thereof
in writing. If the issuer of any of the Securities in the Trust shall fail to
make payment when due of any interest or principal on such Securities and such
failure results in a change in the amount that would otherwise be distributed as
a distribution, the Trustee shall, with the first distribution from the Trust
following such failure, set forth, in an accompanying statement, (a) the name of
the issuer and the Security, (b) the amount of the aggregate reduction in the
distribution per Unit resulting from such failure, (c) the percentage of the
aggregate principal amount of all Securities that such Security represents and
(d) to the extent then determined, information regarding any disposition or
legal action with respect to such Security.
Within sixty days after the last Business Day of each calendar year,
the Trustee shall transmit (by regular or electronic mail or facsimile), to each
person who at any time during such calendar year was a Unitholder a statement,
in substantially the form set forth in Appendix B, setting forth, with respect
to such calendar year:
(A)......as to the Interest Account:
(1)......the amount of interest received on the Securities
(including amounts representing interest received upon any disposition
of Securities, penalties for failure to make timely payments on
Securities or liquidated damages for default on breach of any condition
or term of the Securities),
(2)......the amounts distributed pursuant to Section 3.04,
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the Record Dates for such distributions, and amounts
paid for redemptions pursuant to Section 4.02, and
(3)......the balance remaining after such distributions and
payments, expressed both as a total dollar amount and as a dollar
amount per Unit outstanding on such last Business Day;
(B)......as to the Principal Account:
(1)......payments of principal on Securities,
(2)......the dates of the sale, maturity, liquidation or
redemption of any of the Securities and the net proceeds received
therefrom, excluding any portion thereof credited to the Interest
Account,
<PAGE>
(3)......the amounts distributed pursuant to Section 3.04,
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the Record Dates for such distributions, amounts paid
for purchases of Replacement Securities or Reinvestment Securities and
amounts paid for redemptions pursuant to Section 4.02, and
(4)......the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar
amount per Unit outstanding on such last Business Day.
(C)......the following information:
(1).....a list of the Securities as of such last Business Day,
(2).....the number of Units outstanding on such last Business
Day,
(3).....the Unit Value based on the last evaluation of the
Trust made during such calendar year, and
(4).....such other information as the Trustee may deem
appropriate.
This information shall be presented in substantially the form attached
as Appendix B to this Indenture.
Section 3.06......SALE OF SECURITIES: If necessary, in order to maintain the
sound investment character of the Trust, the Depositor may direct the Trustee to
sell or liquidate Securities in the Trust at such price and time and in such
manner as shall be determined by the Depositor, provided that the Depositor has
determined that any of the following conditions exist:
(a)......there has been a default on such Securities in the payment of
principal or interest, or both, when due and payable;
(b)......the sale of Securities is necessary or advisable in order to
maintain the qualification of the Trust as a RIC;
(c)......any action or proceeding has been instituted in law or equity
seeking to restrain or enjoin the payment of principal or interest on any such
Securities, or that there exists any other legal question or impediment
affecting such Securities or the payment of debt service on the same, including,
but not limited to, defaults, foreclosures or transfers in lieu of foreclosure
upon or under the terms of any agreement or note or other instrument underlying
such Securities;
(d)......that there has occurred any breach of covenant or warranty in
any resolution, ordinance, trust agreement or other document, which would
adversely affect either immediately or contingently the payment of debt service
on such Securities, or their general credit standing, or otherwise impair the
sound investment character of such Securities;
<PAGE>
(e)......that there has been a default in the payment of principal of
or interest on any other outstanding obligations of an issuer of such
Securities;
(f)......that the price of any such Securities has declined to such an
extent, or such other market or credit factor exists, so that in the opinion of
the Depositor the retention of such Securities would be detrimental to the Trust
and to the interest of the Unitholders thereof; or
(g)......that as of any Record Date any of the Securities are scheduled
to be redeemed and paid prior to the next succeeding Distribution Date;
provided, however, that as the result of such redemption the Trustee will
receive funds in an amount sufficient to enable the Trustee to include in the
distribution from the Principal Account on such next succeeding Distribution
Date at least $0.50 per Unit.
On receipt of such direction from the Depositor, upon which the Trustee
shall rely, the Trustee shall proceed to sell or liquidate the specified
Securities in accordance with such direction. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any sale
made pursuant to any such direction or by reason of the failure of the Depositor
to give any such direction, and in the absence of such direction the Trustee
shall have no duty to sell or liquidate any Securities under this Section 3.06
except to the extent otherwise required by Section 3.08.
Section 3.07......COUNSEL: The Depositor may employ from time to time as it may
deem necessary a firm of attorneys for any legal services that may be required
in connection with the disposition of Securities pursuant to Section 3.06. The
fees and expenses of such counsel shall be paid by First Bank.
Section 3.08......NOTICE AND SALE BY TRUSTEE: If at any time the principal of or
interest on any of the Securities shall be in default and not paid or provision
for payment thereof shall not have been duly made, after giving effect to any
cure periods without the Depositor's having directed the Trustee to sell such
Securities pursuant to Section 3.06, the Trustee shall notify the Depositor of
such default. If within thirty days after such notification the Depositor has
not given any instruction to sell or to hold or has not taken any other action
in connection with such Securities, the Trustee shall sell such Securities
forthwith, and the Trustee shall not be liable or responsible in any way for
depreciation or loss incurred with respect to such Securities or by reason of
such sale.
Section 3.09......TRUSTEE NOT REQUIRED TO AMORTIZE: Nothing in this Indenture or
otherwise shall be construed to require the Trustee to make any adjustments
between the Interest and Principal Accounts of the Trust by reason of any
premium or discount in respect of any of the Securities.
Section 3.10......LIABILITY OF DEPOSITOR: The Depositor shall be a fiduciary
with respect to the Unitholders, including but not limited to, in all its
dealings with the sale and purchase of Securities. Provided that the Depositor
has fulfilled its fiduciary duties, the Depositor shall have no liability to the
Unitholders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Indenture or for errors in judgment, but shall be
liable only for its own negligence, lack of good faith or willful misconduct.
The Depositor may rely in good faith on any paper, order, notice, list,
affidavit, receipt, opinion, endorsement, assignment, draft or any other
document of any kind prima facie properly executed and submitted to it by the
Trustee, or any agent thereof, counsel, or any other persons pursuant to this
Indenture and in furtherance of its duties.
<PAGE>
Section 3.11......NOTICE TO DEPOSITOR: If the Trustee is notified at any time of
any action to be taken or proposed to be taken by holders of the Securities
(including but not limited to the making of any demand, direction, request,
giving of any notice, consent or waiver or the voting with respect to any
amendment or supplement to any indenture, resolution, agreement or other
instrument under or pursuant to which the Securities have been issued), the
Trustee shall promptly notify the Depositor thereof and shall thereupon take
such action, or refrain from taking any action as the Depositor shall in writing
direct; provided, however, that if the Depositor does not, within five Business
Days of the Trustee's giving of such notice to the Depositor, so direct the
Trustee, the Trustee shall take such action as it, in its sole discretion, shall
deem advisable. Neither the Depositor nor the Trustee shall be liable to any
person for any action or failure to take action with respect to this Section
3.11.
Section 3.12......REPLACEMENT AND REINVESTMENT SECURITIES:
(a)......The Trustee shall, as directed in writing by the Depositor,
purchase, or enter into contracts (which the Depositor shall have approved as
satisfactory in form and substance) to purchase Replacement Securities, and
shall pay for the same with moneys held in the Principal Account representing
proceeds of Securities pursuant to Section 3.06 or 3.08 or proceeds from the
sale of Securities pursuant to Section 4.02 to the extent that such proceeds are
not required for the purpose of redemption of Units or other charges to the
Principal Account then pending. In giving such direction, the Depositor must
satisfy all of the following conditions in the case of each such purchase or
contract to purchase:
(1)......the Replacement Securities are substantially similar
to the Securities in the Trust;
(2)......the Depositor has received an opinion of counsel that
such purchase will not adversely affect the status of the Trust under
the Investment Company Act of 1940, as amended; and
(3)......the Depositor has given such written direction to the
Trustee at least five Business Days prior to the Record Date preceding
the Distribution Date on which the moneys to be used for the purchase
of such Replacement Securities would otherwise be distributed.
Within five Business Days of the deposit of any Replacement Securities
the Depositor shall send each Unitholder a written notice of the deposit of such
Replacement Securities and the Securities replaced by such Replacement
Securities.
<PAGE>
(b)......During the Reinvestment Period the Trustee shall, as directed
in writing by the Depositor, purchase, or enter into contracts (which the
Depositor shall have approved as satisfactory in form and substance) to
purchase, Reinvestment Securities and shall pay for the same with the moneys
held in the Principal Account representing the payment or prepayment of
principal on the underlying Securities to the extent that such proceeds are not
required for the purpose of redemption of Units or other charges to the
Principal Account then pending. In giving such direction, the Depositor shall
satisfy all of the following conditions in the case of each such purchase or
contract to purchase:
(1)......the Reinvestment Securities are substantially similar
to the Securities in the Trust; and
(2)...... the Depositor has received an opinion of counsel
that such purchase will not adversely affect the status of the Trust
under the Investment Company Act of 1940, as amended.
The Trustee may purchase the Reinvestment Securities for
deposit in the Trust directly from market makers in such Securities or
may retain the Depositor or other brokers to purchase the Reinvestment
Securities and pay them usual and customary brokerage commissions for
such transactions. Within five Business Days of the deposit of
Reinvestment Securities, the Depositor shall send each Unitholder a
written notice of the deposit of such Reinvestment Securities and
identify the Securities from which the money for Reinvestment
Securities was derived.
Funds remaining in the Principal Account subsequent to a
purchase of Reinvestment Securities will remain in such account until
they can be invested in additional Reinvestment Securities. During the
Reinvestment Period, amounts in the Principal Account that the
Depositor determines (and so notifies the Trustee in writing or via
facsimile) are (a) unable to be invested into Reinvestment Securities
or (b) required to be distributed for the Trust to maintain its status
as a RIC shall be distributed on the next Distribution Date, to
Unitholders of record on the related Record Date.
When the Depositor determines that the reinvestment of cash
from the Principal Account into Reinvestment Securities is no longer
practical, the Depositor shall notify the Trustee, in writing, that the
Reinvestment Period is terminated. Upon termination of the Reinvestment
Period, unreinvested amounts remaining in the Principal Account and
amounts subsequently credited to the Principal Account shall be
distributed in accordance with Section 3.04.
(c)......The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made pursuant to any
direction of the Depositor provided in this Section 3.12, and in the absence of
such direction the Trustee shall have no duty to make any purchase. The
Depositor shall not be liable for errors of judgment in respect of actions taken
or omitted to be taken, pursuant to this Section 3.12; provided, however, that
this provision shall not protect the Depositor against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.
<PAGE>
ARTICLE IV
REDEMPTION, PURCHASE OR TRANSFER OF UNITS
Section 4.01......DETERMINATION OF NET ASSET VALUE:
(a)......The Trustee shall determine the net asset value of the Trust
as of the Evaluation Time on: (1) the Date of Deposit, (2) the last Business Day
of each month (3) each day on which a proper request for redemption is received
by the Trustee, and (4) any other Business Day desired by the Trustee or
requested by the Depositor.
(b)......Each determination of the Trust's net asset value shall take
into account and separately itemize: (1) the cash on hand in the Trust
(exclusive of cash held for distribution to Unitholders, and required for
redemption of Units requested, as of a date prior to the date of determination)
or moneys in the process of being collected in respect of interest coupons or
securities matured or called for redemption prior to maturity, (2) the value of
each class of the Securities in the Trust and (3) any and all other assets and
liabilities of the Trust as determined in accordance with generally accepted
accounting principles consistently applied.
(c)......In making the evaluations, the Trustee may determine the value
of each issue of the Securities in the Trust by the following methods or any
combination thereof which it deems appropriate: (1) on the basis of current
market value of the Securities, (2) if market values are not available for any
of the Securities, on the basis of market values for comparable assets or as
determined in good faith by the Depositor, or (3) by causing the value of the
Securities to be determined by persons engaged in the practice of evaluating,
quoting or appraising comparable loans for each such evaluation there shall be
deducted from the sum of the above: (i) amounts representing any applicable
taxes or governmental charges payable out of the Trust and for which no
deductions shall have previously been made for the purpose of addition to the
Interest Account, (ii) amounts representing accrued expenses of the Trust
including but not limited to unpaid fees and expenses of the Trustee, the
Depositor and counsel, in each case as reported by the Trustee to the Depositor
on or prior to the date of evaluation, and (iii) cash held for distribution to
Unitholders of record, and required for redemption of Units tendered, as of a
date prior to the evaluation then being made.
(d)......For purposes of calculating such evaluation and the Unit
Value, the Trustee shall treat all anticipated expenses as having been paid and
all liabilities therefor as having been incurred, and all Units as having been
issued, in each case on the date of the Indenture, and, in connection with each
such calculation, shall take into account a pro rata portion of such expense and
liability based on the actual number of Units issued as of the date of such
calculation. In the event the Trustee is informed by the Depositor of a revision
in its estimate of total expenses or total Units or period of amortization and
upon the conclusion of the deposit of additional Securities, the Trustee shall
base calculations made thereafter on such revised estimates or actual expenses
or period of amortization, respectively, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
<PAGE>
(e)......The Depositor shall also cause an evaluation of the Securities
to be made as of the Evaluation Time on the day preceding the day on which said
Securities are deposited under this Indenture. Such evaluation shall be made on
the same basis as set forth in the preceding paragraph except that it shall be
based upon offering prices of said Securities. The Depositor shall not be liable
or responsible, under any circumstances whatever, for the accuracy or
correctness of such evaluation or for the selection of any third-party evaluator
making the same.
(f)......Notwithstanding the foregoing procedures for determining the
net asset value of the Trust, the determination of the Trust's net asset value
as of the Date of Deposit shall be based on the Trustee's good faith evaluation
of the value of the Securities held in the Trust, plus the amount of any cash
held in the Trust.
Section 4.02......REDEMPTIONS BY TRUSTEE; PURCHASES BY DEPOSITOR: All
Unitholders must make their redemption requests in writing to the Trustee at the
Trustee's Office and may do so by completing the form as substantially set forth
as Appendix C to this Indenture. Any proper request for redemption made in the
manner provided for above shall be effected by the Trustee on the Redemption
Date. Subject to payment by any redeeming Unitholder of any tax or other
governmental charges that may be imposed thereon, such redemption is to be made
by payment on the Redemption Date at the Redemption Price. Unit redemption
requests received by the Trustee on any day after an Evaluation Time will be
treated by the Trustee as received on the next day on which the Trustee is open
for business and will be deemed to have been received on such day for redemption
at the Redemption Price computed on that day. Unitholders may request an in-kind
distribution of a pro-rata portion of the Securities represented by their Units.
The Depositor shall determine whether to honor such request for an in-kind
distribution or to pay such redemption in cash as provided herein.
If a proper request for redemption is made as provided in this Section
4.02, the Trustee may in its discretion, and shall when so directed by the
Depositor, suspend the right of redemption for Units or postpone the date of
payment of the Redemption Price beyond the Redemption Date: (1) for any period
during which the New York Stock Exchange is closed other than customary weekend
and holiday closings or during which trading on the New York Stock Exchange is
restricted; (2) for any period during which an emergency exists as a result of
which disposal by the Trust of the Securities is not reasonably practicable or
it is not reasonably practicable fairly to determine in accordance herewith the
value of the Securities; or (3) for such other period as the Securities and
Exchange Commission may by order permit, and shall not be liable to any person
or in any way for any loss or damage that may result from any such suspension or
postponement.
<PAGE>
Not later than the close of business on the day a proper request for
redemption is received in the manner provided for in this Section 4.02 from a
Unitholder other than the Depositor, the Trustee shall notify the Depositor of
such request. The Depositor shall have the right to purchase such Units by
notifying the Trustee of its election to make such purchase as soon as
practicable thereafter but in no event subsequent to the close of business on
the day on which the request for redemption of such Units was received. Such
purchase shall be made by payment for such Units by the Depositor to the
Unitholder not later than the close of business on the Redemption Date of an
amount equal to the Redemption Price that would otherwise be payable by the
Trustee to such Unitholder.
Any Unit so purchased by the Depositor may at its option be tendered to
the Trustee for redemption at the Trustee's Office in the manner provided in the
first paragraph of this Section 4.02.
If the Depositor does not elect to purchase a Unit or Units tendered to
the Trustee for redemption, or if a Unit or Units are tendered by the Depositor
for redemption, that portion of the Redemption Price that represents
undistributed interest shall be withdrawn from the Interest Account to the
extent available and applied as payment of the Redemption Price. The balance to
be paid on any redemption shall be withdrawn from the Principal Account to the
extent that funds are available for such purpose and applied as payment of the
Redemption Price. If moneys in the Principal Account are insufficient, the
Trustee shall sell such of the Securities held in the Trust currently designated
for such purposes by the Depositor as the Trustee in its sole discretion shall
deem necessary and shall apply the proceeds as payment of the Redemption Price.
Given the minimum principal amount in which certain Securities may be required
to be sold, the proceeds of such sales may exceed the amount necessary for
payment of Units redeemed. Such excess proceeds shall be distributed pro rata to
all remaining Unitholders of record.
The Depositor shall maintain with the Trustee a current list of
Securities held in the Trust designated to be sold for the purpose of redemption
of Units and not purchased by the Depositor, provided that if the Depositor for
any reason fails to maintain such a list, the Trustee, in its sole discretion,
may designate a current list of Securities for such purposes. The net proceeds
of any sales of Securities from such list representing principal shall be
credited to the Principal Account and the proceeds of such sales representing
accrued interest, if any, but not accrued original issue discount, if any, shall
be credited to the Interest Account.
Sales of Securities shall be made in the manner the Trustee determines
will bring the best price obtainable for the Trust, provided, however, that
sales shall be made in the manner the Trustee determines, will provide the
Trustee with funds in an amount sufficient and at the time necessary in order
for it to pay the Redemption Price of Units tendered for redemption, regardless
of whether or not a better price could be obtained if the Securities were sold
without regard for the day on which the proceeds of such sale would be received.
The Trustee shall not be liable or responsible in any way for depreciation or
loss incurred by reason of any sale of Securities made pursuant to this Section
4.02.
Certificates evidencing Units redeemed pursuant to this Section 4.02
shall be canceled by the Trustee and the Unit or Units evidenced by such
Certificates shall be terminated by such redemptions.
<PAGE>
When directed by the Depositor, the Trustee shall employ the Depositor
as its agent for the purpose of executing the sale of Securities. The Depositor
will verify the Trust's ownership of any Security prior to entering into a
contract for its sale. The Trustee shall have no liability for loss or
depreciation resulting from the Depositor's negligence or misconduct as such
agent.
Section 4.03......TRANSFER OF UNITS: The Units will be issued in a transaction
not subject to, or is exempt from, registration under the Securities Act of 1933
(the "1933 Act"), and therefore, may not be transferred to any person other than
the Depositor without an opinion of counsel to the Trustee to the effect that
the transfer can be made without registration under the 1933 Act. Upon receipt
by the Trustee at the Trustee's Office of a written instrument or instruments of
transfer in a form satisfactory to the Trustee and executed by the Unitholder or
his authorized attorney, together with the opinion referred to in the first
sentence of this Section 4.03, the Trustee shall register the transferred Units
in the name of the transferee. If the Units are registered under the 1933 Act
pursuant to Section 7.07, the above-referenced opinion shall not be required in
order for the Trustee to effect the transfer of Units. The Trustee shall treat
the person in whose name any Unit is registered upon the books of the Trust as
the owner of such Unit for all purposes hereunder, and the Trustee shall not be
affected by any notice to the contrary, nor be liable to any person or in any
way for so deeming and treating the person in whose name any Unit shall be so
registered.
If, and only if, the Units are registered under the 1933 Act pursuant
to Section 7.07, a Unit may be transferred by the registered holder thereof by
presentation and surrender of the Certificate at the Trustee's Office, properly
endorsed or accompanied by a written instrument or instruments of transfer in
form satisfactory to the Trustee and executed by the Unitholder or his
authorized attorney, whereupon a new registered Certificate or Certificates for
the same number of Units executed by the Trustee and the Depositor will be
issued in exchange and substitution therefor. Certificates issued pursuant to
this Indenture are interchangeable for one or more other Certificates in an
equal aggregate number of Units of the Trust and all Certificates issued shall
be issued in denominations of one Unit or any multiple thereof as may be
requested by the Unitholder.
A sum sufficient to pay any tax or other governmental charge that may
be imposed in connection with any such transfer or interchange shall be paid by
the Unitholder to the Trustee. The Trustee may require a Unitholder to pay $2.00
for each new Certificate issued on any such transfer or interchange.
All Units canceled pursuant to this Indenture shall be disposed of by
the Trustee without liability on its part.
In case any Certificate shall become mutilated or be destroyed, stolen
or lost, the Trustee shall execute and deliver a new Certificate pursuant to
this Section 4.03 in exchange and substitution therefor upon the Unitholder
furnishing the Trustee with proper identification and satisfactory indemnity,
complying with such other reasonable regulations and conditions as the Trustee
may prescribe and paying such expenses as the Trustee may incur. Any mutilated
<PAGE>
Certificate shall be duly surrendered and cancelled before any new Certificate
shall be issued or recorded in exchange and substitution therefor. Upon the
issuance of any new Certificate, a sum sufficient to pay any tax or other
governmental charge and the fees and expenses of the Trustee may be imposed as
provided for in this Section 4.03. Any such new Certificate issued pursuant to
this Section 4.03 shall constitute complete and indefeasible evidence of
ownership of Units in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time. In the event
the Trust has terminated or is in the process of termination, the Trustee may,
instead of issuing a new Certificate in exchange and substitution for any
Certificate which shall have become mutilated or shall have been destroyed,
stolen or lost, make the distributions in respect of such mutilated, destroyed,
stolen or lost Certificate (without surrender thereof except in the case of a
mutilated Certificate), as provided in Section 7.02 hereof, if the Trustee is
furnished with such security or indemnity as it may require to save it harmless,
and in the case of destruction, loss or theft of a Certificate, evidence to the
satisfaction of the Trustee of the destruction, loss or theft of such
Certificate and of the ownership thereof.
Section 4.04......COMPENSATION OF DEPOSITOR: For services performed under this
Indenture in evaluating and for maintaining surveillance over the Securities in
the Trust and other services performed at the Trustee's request, the Depositor
shall be paid by First Bank in such amounts, if any, as the two parties shall
agree.
ARTICLE V
TRUSTEE
Section 5.01......TRUSTEE'S LIABILITIES, RIGHTS AND DUTIES: The Trustee shall in
its discretion undertake such action as it may deem necessary at any and all
times to protect the Trust and the rights and interests of the Unitholders
pursuant to the terms of this Indenture, provided, however, that the expenses
and costs of such actions, undertakings or proceedings shall be paid by First
Bank. The Trustee will also serve as custodian of the Trust's Securities. In
addition to and notwithstanding the other duties, rights, privileges and
liabilities of the Trustee as otherwise set forth herein, the liabilities,
rights and duties of the Trustee are further defined as follows:
(a)......The Trustee shall be under no liability for any action taken
in good faith on any appraisal, paper, order, list, demand, request, consent,
affidavit, notice, opinion, direction, evaluation, endorsement, assignment,
resolution, draft or other document whether or not of the same kind prima facie
properly executed, or for the disposition of moneys, Securities or Units
pursuant to this Indenture, or in respect of any evaluation which it is required
to make or is required or permitted to have made by others under this Indenture
or otherwise, except by reason of its own negligence, lack of good faith or
willful misconduct, provided that the Trustee shall not in any event be liable
or responsible for any evaluation made by the Depositor. The Trustee may
construe any of the provisions of this Indenture, insofar as the same may appear
to be ambiguous or inconsistent with any other provisions hereof, and any
construction of any such provisions hereof by the Trustee in good faith shall be
binding upon the parties hereto;
<PAGE>
(b)......The Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Indenture or for the due
execution hereof by the Depositor, or for the form, character, genuineness,
sufficiency, value or validity of any Securities (except that the Trustee shall
be responsible for the exercise of due care in determining the genuineness of
Securities delivered to it pursuant to contracts for the purchase of such
Securities) or for or in respect of the validity or sufficiency of any Units or
of the due execution thereof by the Depositor, and the Trustee shall in no event
assume or incur any liability, duty, or obligation to any Unitholder or the
Depositor other than as expressly provided for herein. The Trustee shall not be
responsible for or in respect of the validity of any signature by or on behalf
of the Depositor;
(c)......The Trustee shall not be under any obligation to appear in,
prosecute or defend any action, which in its opinion may involve it in expense
or liability, unless as often as required by the Trustee, it shall be furnished
with reasonable security and indemnity against such expense or liability, and
any pecuniary cost of the Trustee from such actions shall be paid by First Bank.
The Trustee shall in its discretion undertake such action as it may deem
necessary at any and all times to protect the Trust and the rights and interests
of the Unitholders pursuant to the terms of this Indenture; provided, however,
that the expenses and costs of such actions, undertakings or proceedings shall
be paid by First Bank;
(d)......The Trustee may employ agents, attorneys, accountants and
auditors and shall not be answerable for the default or misconduct of any such
agents, attorneys, accountants or auditors if such agents, attorneys,
accountants or auditors shall have been selected with reasonable care. The
Trustee may employ a registrar, paying agent or sub-trustees and shall be
answerable for the default or misconduct of any such registrar, paying agent or
sub-trustees as if it committed such actions or omissions itself. The Trustee
shall be fully protected in respect of any action under this Indenture taken, or
suffered, in good faith by the Trustee, in accordance with the opinion of its
counsel. The fees and expenses charged by such agents, attorneys, accountants or
auditors, or any registrar or paying agent, excluding any sub-trustee, shall be
paid by First Bank. Any sub-trustee shall be compensated as provided in Section
5.04;
(e)......If at any time the Depositor shall fail to undertake or
perform any of the duties which by the terms of this Indenture are required by
it to be undertaken or performed, or such Depositor shall become incapable of
acting or shall be adjudged a bankrupt or insolvent, or a receiver of such
Depositor or of its property shall be appointed, or any public officer shall
take charge or control of such Depositor or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then in any such case,
the Trustee may remove such Depositor and: (1) appoint a successor depositor who
shall act hereunder in all respects in place of such Depositor, which successor
shall be satisfactory to the Trustee, and which may be compensated at rates
deemed by the Trustee to be reasonable under the circumstances, or (2) terminate
and liquidate the Trust in the manner provided in Section 7.02.
(f)......In no event shall the Trustee be liable for any taxes or other
governmental charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee hereunder or upon or in respect of the
Trust which it may be required to pay under any present or future law of the
United States of America or of any other taxing authority having jurisdiction in
the premises. The Trust shall be reimbursed and indemnified by First Bank for
all such taxes and charges and for any expenses, including counsel fees, which
the Trust may sustain or incur with respect to such taxes or charges;
<PAGE>
(g)......No payment to the Depositor or to any principal underwriter
(as defined in the Investment Company Act of 1940) for the Trust or to any
affiliated person (as so defined) or agent of the Depositor or such underwriter
shall be allowed the Trustee as an expense except for payment of such reasonable
amounts as the Securities and Exchange Commission may prescribe as compensation
for performing bookkeeping and other administrative services of a character
normally performed by the Trustee;
(h)......The Trustee, except by reason of its own negligence or willful
misconduct, shall not be liable for any action taken or suffered to be taken by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;
(i)......All moneys deposited with or received by the Trustee hereunder
related to the Trust shall be held by it without interest in trust as part of
the Trust or the Interest Account of the Trust until required to be disbursed in
accordance with the provisions of this Indenture and such moneys will be
segregated by separate recordation on the trust ledger of the Trustee so long as
such practice preserves a valid preference under applicable law, or if such
preference is not so preserved the Trustee shall handle such moneys in such
other manner as shall constitute the segregation and holding thereof in trust
within the meaning of the Investment Company Act of 1940;
(j)......If (i) the value of the Trust as shown by any evaluation by
the Trustee pursuant to Section 4.01 hereof shall be less than twenty percent
(20%) of the aggregate principal amount of Securities initially deposited in
such Trust, or (ii) by reason of the Depositor's redemption of Units of the
Trust not theretofore sold, the net worth of the Trust is reduced to less than
forty percent (40%) of the aggregate principal amount of Securities initially
deposited therein, the Trustee may in its discretion, and shall when so directed
by the Depositor, terminate this Indenture and the Trust created hereby and
liquidate such Trust, all in the manner provided in Section 7.02; and
(k)......The Trustee may deal with the Depositor with the same rights
and powers as if it were not the Trustee hereunder.
Section 5.02......BOOKS, RECORDS AND REPORTS: The Trustee shall keep proper
books of records and accounts of all the transactions of the Trust under this
Indenture at the Trustee's Office including a record of the name and address of,
and the Units issued by the Trust and held by, every Unitholder, and such books
and records shall be open to inspection by any Unitholder at all reasonable
times during the Trustee's usual business hours. Such record shall be conclusive
evidence as to who are the holders of Units and are entitled to receive payment
of any distributions or otherwise to exercise or enjoy the rights of
Unitholders. Such books of record shall be deemed to belong to the Trust. The
Trustee shall cause audited statements as to the assets and income of the Trust
to be prepared on an annual basis by independent public accountants selected by
the Depositor, provided, however, (i) if the Depositor shall provide to the
Trustee a written representation concluding that in the best judgment of the
Depositor ceasing to prepare such annual audited statement would not have a
material adverse impact on the marketability of the Units in the secondary
market or (ii) if the cost to the Trust for preparation of such statements shall
exceed an amount equivalent to $0.05 per Unit on an annual basis, then the
Trustee shall not be required have such statements prepared.
<PAGE>
The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or Federal statute or rule or
regulation thereunder.
Section 5.03......INDENTURE AND LIST OF SECURITIES ON FILE: The Trustee shall
keep a certified copy or duplicate original of this Indenture on file at the
Trustee's Office available for inspection at all reasonable times during the
Trustee's usual business hours by any Unitholder, together with a current list
of the Securities in the Trust.
Section 5.04......COMPENSATION: For services performed under this Indenture, the
Trustee agrees to waive its fees. The Trustee shall pay any sub-trustee or
successor trustee that does not agree to waive its fees the market rate for the
services the sub-trustee or successor trustee provide to the Trust. First Bank
also shall pay for any and all expenses of the Trust as expressly set forth in
this Indenture, including but not limited to, the fees of counsel retained by
the Trustee in connection with its activities hereunder and disbursements
incurred hereunder and any extraordinary services performed by the Trustee
hereunder relating to the Trust. The Trustee shall be indemnified by First Bank
and held harmless against any loss or liability accruing to it without
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of the Trust, including the
costs and expenses (including counsel fees) of defending itself against any
claim of liability in the premises. If the Trustee does not pay any sub-trustee
or successor trustee the amounts that it agreed to pay, then the sub-trustee or
successor trustee shall be compensated from cash available in the Interest
Account and then the Principal Account. If the cash balances in the Interest and
Principal Accounts are insufficient to provide for amounts payable pursuant to
this Section 5.04, the Trustee shall have the power to sell (i) Securities of
the Trust from the current list of Securities designated to be sold pursuant to
Section 4.02 hereof; or (ii) if no such Securities have been so designated, such
Securities of the Trust as the Trustee may see fit to sell in its own
discretion, and to apply the proceeds of any such sale in payment of the amounts
payable pursuant to this Section 5.04. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any sale
of Securities made pursuant to this Section 5.04. Any moneys payable to any
sub-trustee or successor trustee pursuant to this Section 5.04 shall be secured
by a prior lien on the Trust.
Section 5.05......REMOVAL AND RESIGNATION OF TRUSTEE; SUCCESSOR:
(a)......The Trustee may resign and be discharged of the trust created
by this Indenture, by executing an instrument in writing resigning as Trustee
and filing the same with the Depositor and mailing a copy thereof to all
Unitholders then of record, not less than sixty days before the date specified
in such instrument when, subject to Section 5.05(e), such resignation is to take
effect. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor Trustee as hereinafter provided, by written instrument, in
duplicate, one copy of which shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If at any time the Trustee becomes incapable of
acting, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or of
<PAGE>
its property is appointed, or any public officer takes charge or control of the
Trustee or of its property or affairs for the purposes of rehabilitation,
conservation or liquidation, then in any such case the Depositor may (or if the
Trustee is not re-elected pursuant to Section 6.02(c) shall) remove the Trustee
and appoint a successor Trustee by written instrument, in duplicate, one copy of
which shall be delivered to the Trustee so removed and one copy to the successor
Trustee; provided that a copy of such instrument is mailed by the Depositor to
each Unitholder then of record.
(b)......Any successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Depositor and to the resigning or removed Trustee
an instrument accepting such appointment, and such successor Trustee without any
further act, deed or conveyance shall become vested with all the rights, powers,
duties and obligations of its predecessor hereunder with like effect as if
originally named Trustee herein and shall be bound by all the terms and
conditions of this Indenture. Upon the request of such successor Trustee, the
Depositor and the retiring Trustee shall, upon payment of any amounts due the
retiring Trustee, or provision therefor to the satisfaction of such retiring
Trustee, execute and deliver an instrument acknowledged by it transferring to
such successor Trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to the successor
Trustee all Securities and moneys at the time held by it hereunder, together
with all necessary instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer and such of the records or
copies thereof maintained by the retiring Trustee in the administration hereof
as may be requested by the successor Trustee, and shall thereupon be discharged
from all duties and responsibilities under this Indenture.
(c)......In case at any time the Trustee resigns and no successor
Trustee has been appointed and accepted appointment within thirty days after
notice of resignation has been received by the Depositor, the retiring Trustee
may forthwith apply to a court of competent jurisdiction for the appointment of
a successor Trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor Trustee.
(d)......Any corporation into which any Trustee hereunder may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which any Trustee hereunder shall be a party, shall
be the successor Trustee under this Indenture without the execution or filing of
any paper, instrument or further act to be done on the part of the parties
hereto, anything herein, or in any agreement relating to such merger or
consolidation, by which any such Trustee may seek to retain certain powers,
rights and privileges theretofore obtaining for any period of time following
such merger or consolidation, to the contrary notwithstanding.
<PAGE>
(e)......Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to this Section 5.05 shall not become effective until
acceptance of appointment by the successor trustee as provided in subSection (b)
or (c) hereof.
Section 5.06......QUALIFICATIONS OF TRUSTEE: The Trustee, and any successor
Trustee or sub-trustee, shall be a corporation organized and doing business
under the laws of the United States or any state thereof, which is authorized
under such laws to exercise corporate trust powers and having at all times an
aggregate capital, surplus and undivided profits of not less than $500,000.
ARTICLE VI........
RIGHTS OF UNITHOLDERS
Section 6.01......BENEFICIARIES OF TRUST: By the purchase or acceptance of any
Unit a Unitholder shall be deemed to have assented to and to be bound by the
terms and conditions of this Indenture.
Section 6.02......RIGHTS, TERMS AND CONDITIONS: In addition to the other rights
and powers set forth in the other provisions and conditions of this Indenture,
the Unitholders shall have the following rights and powers and shall be subject
to the following terms and conditions:
(a)......A Unitholder may at any time prior to the termination of the
Trust tender his Units to the Trustee for redemption in accordance with Section
4.02.
(b)......The death or incapacity of any Unitholder shall not operate to
terminate this Indenture or the Trust, nor entitle his legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court of
competent jurisdiction for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them. Each Unitholder expressly waives any right he may have under any rule of
law, or the provisions of any statute, or otherwise, to require the Trustee at
any time to account, in any manner other than as expressly provided in this
Indenture, in respect of the Securities or moneys from time to time received,
held and applied by the Trustee hereunder.
(c)......No Unitholder shall have the right to control the operation
and management of the Trust in any manner, or the obligations of any party
thereto, except that, only to the extent required by applicable law, Unitholders
will have the right to elect the Trustee annually. Elections, if any, will be
held each April upon 30 days' written notice to Unitholders. Such written notice
will set forth the material information regarding the Trustee and the Trust and
the mechanics for voting the Units. If the Trustee is not re-elected in any such
election, the Depositor shall remove the Trustee pursuant to Section 5.05.
Notwithstanding the foregoing, nothing herein shall be construed so as to
constitute the Unitholders from time to time as partners or members of an
association; nor shall any Unitholder ever be under any liability to any third
persons by reason of any action taken by the parties to this Indenture, or any
other cause whatsoever.
<PAGE>
ARTICLE VII
ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS
Section 7.01......AMENDMENTS: This Indenture may be amended from time to time by
the Trustee or Depositor, or their respective successors, without the consent of
any of the Unitholders (a) to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provision contained herein or (b) to make other provision in regard to matters
or questions arising hereunder that does not adversely affect in any material
respect the interests of the Unitholders; provided, however, that the parties
hereto may not amend this Indenture except as provided in the Indenture so as to
(1) increase the number of Units issuable hereunder above the amount issued
pursuant to Section 2.01, or such lesser amount as may be outstanding at any
time during the term of this Indenture, or (2) subject to Section 3.12, permit
the deposit or acquisition hereunder of obligations or other securities either
in addition to or in substitution for any of the Securities. Promptly after the
execution of any such amendment the Trustee shall furnish written notification
to all the outstanding Unitholders of the substance of such amendment.
Section 7.02......TERMINATION: The Trust shall terminate upon the maturity,
redemption, sale or other disposition as the case may be of the last Security
held in the Trust, unless sooner terminated as hereinbefore specified, and may
be terminated at any time by the written consent of a majority of the
Unitholders; provided that, in no event shall the Trust continue beyond the
Mandatory Termination Date. Written notice of any termination shall be given by
the Trustee, or the Trustee shall give notice, to each Unitholder at his address
appearing on the registration books of the Trustee. Within a reasonable period
of time after the termination of the Trust, the Trustee shall fully liquidate
the Securities of the Trust then held, if any, and shall:
(a)......distribute to each Unitholder such holder's pro rata share of
the balance of the Interest Account;
(b)......distribute to each Unitholder such Unitholder's pro rata share
of the balance of the Principal Account; and
(c)......furnish to each such Unitholder a final distribution statement
as of the date of the computation of the amount distributable to Unitholders,
setting forth the data and information in substantially the form and manner
provided for in Section 3.05.
The amounts to be so distributed to each Unitholder shall be the pro
rata shares of the balances of the Interest and Principal Accounts,
respectively, represented by such Unitholder's Units.
<PAGE>
The Trustee shall be under no liability with respect to moneys held by
it in the Interest and Principal Accounts upon termination except to hold the
same in trust without interest until disposed of in accordance with the terms of
this Indenture.
Section 7.03......CONSTRUCTION: This Indenture is executed and delivered in the
State of New York, and all laws or rules of construction of such State shall
govern the rights of the parties hereto and the Unitholders and the
interpretation of the provisions hereof.
Section 7.04......WRITTEN NOTICE: Any notice, demand, direction or instruction
to be given to the Depositor hereunder shall be in writing and shall be duly
given if mailed or delivered to the Depositor at 11901 Olive Blvd., St. Louis,
Missouri 63141, Attn. Annette R. Carson or at such other address as shall be
specified by the Depositor to the Trustee in writing. Any notice, demand,
direction or instruction to be given to the Trustee shall be in writing and
shall be duly given if mailed or delivered to the Trustee's Office or such other
address as shall be specified to the Depositor by the Trustee in writing. Any
notice to be given to the Unitholders shall be duly given if mailed or delivered
to each Unitholder at the address of such holder appearing on the registration
books of the Trustee.
Section 7.05......SEVERABILITY: If any covenant, agreement, provision or term of
this Indenture is held contrary to any express provision of law or contrary to
policy of express law, though not expressly prohibited, or against public
policy, or for any reason whatsoever is held invalid, then such covenant,
agreement, provision or term shall be deemed severable from the remaining
covenants, agreements, provisions and terms of this Indenture and shall in no
way affect their validity or enforceability or the rights of the Unitholders.
Section 7.06......DISSOLUTION OF DEPOSITOR NOT TO TERMINATE INDENTURE: The
dissolution of the Depositor from or for any cause whatsoever shall not operate
to terminate this Indenture or the Trust insofar as the duties and obligations
of the Trustee are concerned.
Section 7.07......REGISTRATION OF UNITS: The Depositor may elect to cause the
Units to be registered under the 1933 Act. Upon such election, the Depositor
shall give written notice ("Notice") to all Unitholders of its intention to
effect such registration, which Notice shall specify the procedures such
Unitholders shall follow. The Depositor shall direct the Trust in effecting the
registration of the Units. First Bank shall bear the expenses of such
registration. The Depositor and/or the Trustee is authorized to sign the
registration statement on behalf of the Trust for any such registration.
Section 7.08......LIMITATION OF LIABILITY: No Unitholder (in its capacity as
Unitholder) shall be liable for any obligations, debts or claims assumed by, or
asserted against, the Trust. The Trustee shall notify any party to whom the
Trust has, or in the future may have, any obligation or debt of the existence of
this provision.
<PAGE>
Section 7.09......SUCCESSORS TO FIRST BANK: Any corporation into which First
Bank may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which First Bank shall be a party
shall automatically replace First Bank as party to this Indenture and shall be
required to fulfill all of the duties of First Bank under this Indenture without
the execution or filing of any paper, instrument or further act to be done on
the part of the parties hereto.
Section 7.10......TAX TREATMENT AS A RIC: The parties intend that the Trust is,
and will continue to be, an entity taxable as a RIC under Section 851 of the
Internal Revenue Code of 1986, as amended, for federal income tax purposes. The
Trustee will do all things requisite to the maintenance of the Trust as an
entity taxable as a RIC for federal income tax purposes. Unless otherwise
required by appropriate tax authorities, the Trustee on behalf of the Trust will
file or cause to be filed annual or other necessary income tax returns, reports
and other forms consistent with the characterization of the Trust as a RIC for
such federal income tax purposes.
IN WITNESS WHEREOF, the Depositor and the Trustee have caused this
Indenture to be executed by its duly authorized officers as of the date first
above written.
Star Lane Holdings Trust Statutory Trust, Depositor
By: /s/ Annette R. Carson
----------------------------------------------------
Annette R. Carson, Trustee
11901 Olive Boulevard, St. Louis, Missouri 63141
First Bank, as Trustee
By: /s/ Lisa K. Vansickle
----------------------------------------------------
Lisa K. Vansickle, Vice President
11901 Olive Boulevard, St. Louis, Missouri 63141
First Bank, in its individual capacity
By: /s/ Lisa K. Vansickle
---------------------------------------------------
Lisa K. Vansickle, Vice President
11901 Olive Boulevard, St. Louis, Missouri 63141
<PAGE>
APPENDIX A
DISTRIBUTION STATEMENT
------------------------------
[DATE]
Trustee
- ----------------------
- ----------------------
- ----------------------
To ___________________:
Pursuant to Section 3.05 of the Trust Indenture and Agreement dated
January 21, 2000 among Star Lane Holdings Trust Statutory Trust, as Depositor,
First Bank, as Trustee, and First Bank, in its individual capacity
("Indenture"), below are the amounts being distributed on [SPECIFIC DATE] from
the Principal and Interest Accounts of Star Lane Trust, a trust organized under
the laws of the State of New York on January 21, 2000.
Per Unit Distributions..... Per Unit Distributions
from .................. from
Interest Account........... Principal Account
$$
Capitalized terms used in this letter and not otherwise defined have the
meanings established in the Indenture.
<PAGE>
APPENDIX B
ANNUAL DISTRIBUTION STATEMENT
-----------------------------
STAR LANE TRUST
ANNUAL REPORT
To the holders of:
STAR LANE TRUST
In accordance with the terms of the Trust Indenture and Agreement dated
January 21, 2000 among Star Lane Holdings Trust Statutory Trust, as Depositor,
First Bank, as Trustee, and First Bank, in its individual capacity
("Indenture"), First Bank, as Trustee, submits the following statement for
calendar year ended as of December 31, 2____.
INTEREST ACCOUNT
1. Interest Received on Securities $
2. Less--
(A)......Interest paid pursuant to $ Section 3.04 (See Schedule 1)
(B)......To Unitholders upon redemption $
..................of Units pursuant to Section 4.02
(C)......Fees and Expenses for Trustees and $______$_____
Miscellaneous
3. Plus balance in account as of close $_____ of preceding year
4. Available for distribution $_____
5. Balance on hand $______
6. Per Unit Value-- (BAL. ON HAND-- UNITS $ OUTSTANDING)
<PAGE>
PRINCIPAL ACCOUNT
1. Balance in account as of close of preceding year $ year
2. Less-- Principal Paid: Unit Redemptions $
3. Plus Proceeds of obligations eliminated -$
(SEE SCHEDULE 2 FOR LIST AND REASON FOR ELIMINATION)
4. Plus Payment of principal on securities $-----------
5. Available for distribution $
6. Less distributions made during year - $ (SEE SCHEDULE 1)
7. Less amounts paid for purchases of $ replacement securities
8. Less amounts paid for purchases of reinvestment securities $_________
9. Balance on Hand $
10. Per Unit Value (BAL. ON HAND - UNITS $ OUTSTANDING )
PORTFOLIO AS OF DECEMBER __, 2_____
PAR VALUE AMOUNT HELD DESCRIPTION OF SECURITIES COUPON MATURITY DATE
PRINCIPAL AMOUNT OF SECURITIES ON DEPOSIT ____________
TOTAL UNITS OUTSTANDING ____________
VALUE OF EACH UNIT AS OF _________ ____________
<PAGE>
SCHEDULE 1
PRINCIPAL ACCOUNT
DISTRIBUTIONS PER UNIT DURING 2____:
PAYABLE .........DATE..... DISTRIBUTIONS TOTAL
PER UNIT DISTRIBUTIONS
$ $
$ $
$ $
$ $
$ $
$ $
---------------------------------
TOTAL $ $
INTEREST ACCOUNT
DISTRIBUTIONS PER UNIT DURING 2____:
PAYABLE .........DATE..... DISTRIBUTIONS TOTAL
PER UNIT DISTRIBUTIONS
$ $
$ $
$ $
$ $
$ $
$ $
---------------------------------
TOTAL $ $
DATE OF SALE, DESCRIPTION OF SECURITIES REASON PAR VALUE NET
MATURITY, PROCEEDS LIQUIDATION OR (EXCLUDING REDEMPTION AMOUNTS
CREDITED TO INTEREST ACCOUNT)
<PAGE>
APPENDIX C
REDEMPTION FORM
---------------
First Bank
11901 Olive Blvd.
St. Louis, Missouri 63141
ATTN: Lisa K. Vansickle
[DATE]
- ----------------------
To First Bank:
I am a Unitholder in Star Lane Trust, a trust formed under the laws of
the State of New York on January 21, 2000, writing to request a redemption.
Pursuant to the Section 4.02 of the Trust Indenture and Agreement dated January
21, 2000 among Star Lane Holdings Trust Statutory Trust, as Depositor, First
Bank, as Trustee, and First Bank, in its individual capacity (the "Indenture"),
below is the requisite information:
(a) My tax identification number is:
(b) My name and address is:
(c) Please redeem [INSERT NUMBER]of Units and send the redemption proceeds:
by [mail to the address above]
by [wire PLEASE COMPLETE ACCOUNT INFORMATION]
Capitalized terms used in this letter and not otherwise defined have
the meanings established in the Indenture.
- -----------------------------
Name
Date:
Signature Notarized
<PAGE>
APPENDIX D
LIST OF SECURITIES
---------------
<PAGE>
EXHIBIT A(4)
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of this 21st day of January,
2000, by and between FIRST BANK, a Missouri state bank ("Bank"), and STAR LANE
HOLDINGS TRUST STATUTORY TRUST, a Connecticut Statutory Trust ("Participant").
WITNESSETH THAT,
WHEREAS, Bank has entered into arrangements for the extension of credit
to its customers or has purchased loans originated by other lenders in the
ordinary course of its business as set forth on Exhibit A hereto (each a "Loan,"
and collectively, the "Loans"), and
WHEREAS, Participant now wishes to purchase a participation interest in
the Loans;
NOW, THEREFORE, it is agreed between Bank and Participant as follows:
1. The terms and conditions of the Loans are as set forth in the commitments,
notes, security documents and other papers (all of which, together with any
items hereafter executed, including any supplements or amendments of any such
which bear upon the terms and conditions of the Loans are hereinafter
collectively referred to as the "Loan Documents") summarized with respect to
each Loan on Exhibit A hereto.
2. Bank has no undisclosed knowledge of any fact which would adversely affect
the value or marketability of any of the Loans. Participant acknowledges that it
has been afforded the opportunity to review copies of the Loan Documents and
that this Agreement has been entered into on the basis of Participant's
independent judgment and assessment of the facts and creditworthiness of the
borrowers thereunder. The only responsibility of Bank as regards the Loans shall
be to act in accordance with this Agreement and the Loan Documents using the
same care and giving the same attention to the Loans as if the Loans were made
entirely for its own account.
3. Participant hereby purchases a one hundred percent (100%) participation
interest in each Loan listed on Exhibit A as provided herein and, as the
purchase price of such participations, Participant shall remit to Bank
immediately upon Participant's execution hereof (or upon the execution of any
supplement or amendment to Exhibit A) units of equity interest of Participant,
representing undivided fractional ownership interests in Participant.
4. The Loan Documents shall be issued, assigned, delivered to and held by Bank.
Bank shall mark its records to reflect the interests of Participant in the
Loans, and representatives of Participant may, from time to time, inspect any
and all of the records of Bank pertaining to the Loans.
<PAGE>
5. Bank shall service the Loans and in connection therewith shall receive all
documentation therefor, make such examinations and collect such information with
respect thereto and with respect to the affairs and condition of the borrowers
thereunder and any other parties to the Loan Documents as may from time to time
be required under the Loan Documents or deemed in accordance with sound banking
practice. Participant shall have the right, upon reasonable notice to Bank, to
review duplicate originals of all documentation required under the Loan
Documents. Bank will advise Participant of any event constituting, or which
might constitute, an event of default with respect to any Loan or the results of
any examination made by it or of any information coming to its attention which
Bank deems to adversely affect the timely repayment of any Loan.
6. Bank shall collect all interest and principal payments under the Loan
Documents and shall promptly remit Participant's share thereof to, or for the
account of, Participant as the same is collected.
7. Participant shall cooperate with all reasonable requests of Bank in
establishing any exemption from or reduction of any requirement that taxes be
deducted or withheld from any payments to Participant, including, without
limitation, the provision to Bank upon Participant's execution of this Agreement
of appropriate certificates or other documents for tax purposes (the "Tax
Forms"), including the furnishing of Internal Revenue forms 1001 or 4224, as
appropriate, or appropriate renewal or successor forms to the extent such form
has been superseded. Participant shall indemnify and hold Bank harmless from and
against any and all loss, cost, expense or liability of any kind whatsoever,
including, without limitation, any taxes and reasonable attorney's fees,
asserted against Bank or incurred or paid by Bank by reason of or resulting from
the inaccuracy or falsity of any statement or representation made or information
included in Tax Forms provided by Participant. Participant further acknowledges
that, in the absence of an applicable exemption, payments made by Bank to
Participant shall be made subject to any applicable present or future taxes,
levies, imposts, duties, fees, charges, deductions or withholdings imposed by
any government or any political subdivision or taxing authority thereof having
jurisdiction over Bank.
8. Bank shall be entitled to retain, as compensation for servicing the Loans and
for general and administrative or overhead expenses attributable thereto, a
portion of the interest actually paid by borrowers on the Loans equivalent to
the interest that would accrue on the Loans if the rate thereof was equal to the
interest rate indicated in the loan documentation of such Loans, and Bank shall
be entitled to reimbursement for all reasonable out-of-pocket expenses it incurs
from the date hereof in servicing the Loans, other than expenses to be
reimbursed by borrowers pursuant to the Loan Documents.
9. In the event of default under the Loan Documents relating to a particular
Loan, the interests of Bank and Participant in the Loan and any collateral
therefor shall be deemed ratably concurrent and, thereafter, any payments
received from borrowers or any other parties to such Loan Documents by
liquidation of collateral, application of deposits, or otherwise, shall be
applied pro rata among the indebtedness held by Bank and the indebtedness held
by Participant.
10. Bank, with the consent of the Participant, which consent shall not be
unreasonably withheld, shall have full power and authority to make or consent to
any alteration in the terms of the Loan Documents relating to a particular Loan,
accelerate the maturity of the Loan, consent to any release, substitution or
exchange of any security given under the Loan Documents relating to a particular
Loan, or waive, release or alter any claim against borrowers or any other
parties to such Loan Documents so long as any such action or inaction is in the
same exercise of care Bank would use if the Loan were held wholly for its own
account.
<PAGE>
11. In the event of default under the Loan Documents relating to a particular
Loan, or should Bank believe that the ability of a borrower to repay any Loan is
in jeopardy or that the ability of any other parties to the Loan Documents
relating to a particular Loan to perform their obligations in accordance
therewith is in jeopardy, Bank may proceed to institute such collection
procedures and to make such demands as may be deemed necessary in the premises
so long as any such action or inaction is in the same exercise of care Bank
would use if the Loan were held wholly for its own account. In the event that
Bank determines it advisable so to proceed, it shall be entitled to do so in its
own name, making Participant party to any such efforts if necessary. Participant
will not initiate any collection procedures. Bank will bear any cost or
expenditure incurred to maintain and preserve either Bank's or Participant's
position as regard to such Loan, including but not limited to costs and
expenditures for the payment of taxes, insurance premiums, prevention of waste,
repairs, maintenance, management fees and for collection and preservation of
collateral.
12. Nothing in this Agreement shall be deemed to constitute any party hereto the
agent of any other party hereto except as Bank may be deemed the agent of
Participant for managing, servicing and collecting the Loans and this Agreement
shall not be construed to create a partnership, joint venture or any like
arrangement among Bank and Participant.
13. This Agreement and the rights and interests of the parties herein and in the
Loans, the Loan Documents and the collateral for any of the Loans shall not be
assigned by either party, except to such party's corporate parent, subsidiary or
affiliate, without the prior written consent of the other, which consent shall
not be unreasonably withheld, and (except as set forth above) as long as the
Loans are unpaid, this Agreement shall not be cancelled or amended in any way
without the written consent of Bank and Participant. The parties acknowledge and
agree that the list of Loans subject to this Agreement and attached as Exhibit A
hereto may be altered, amended, supplemented and replaced from time to time by
mutual agreement of the parties.
14. The participation created under this Agreement is a "blind" participation.
Participant shall not contact or communicate with any borrower, directly or
indirectly, in any manner at any time. Any request for information from any
borrower shall be made exclusively through Bank. The existence of this Agreement
and the participation created hereby, and all information obtained as a result
of this Agreement, shall at all times be maintained in the highest confidence
and may be disclosed to only those officers and employees of Participant with a
"need to know" or as otherwise required by law. This requirement of
confidentiality shall survive the termination of this Agreement.
15. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
16. This Agreement shall be deemed a contract made and entered into under the
laws of the State of Missouri for all purposes including both construction and
remedy.
[Signature page to follow.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
officers, executed this Agreement as of the day and year first above written.
"Bank"
First Bank
By: /s/ Lisa K. Vansickle
---------------------
Lisa K. Vansickle, Vice President
"Participant"
Star Lane Holdings Trust Statutory Trust
By: /s/ Annette R. Carson
---------------------
Annette R. Carson, Trustee
<PAGE>
EXHIBIT A
<PAGE>
EXHIBIT A(5)
No. ___ UNITS: 1
STAR LANE TRUST
Certificate of Trust Units
------------------------------------------------------------------------------
This is to certify that ____________________ is the owner of one (1)
unit of STAR LANE TRUST, a trust formed under the laws of the State of New York,
subject and pursuant to the terms and conditions of that certain Trust Indenture
and Agreement for STAR LANE TRUST, dated January 21, 2000, by and among STAR
LANE HOLDINGS TRUST STATUTORY TRUST, a Connecticut Statutory Trust, as
Depositor, FIRST BANK, a Missouri state bank, as Trustee, and FIRST BANK, in its
individual capacity (the "Indenture"), a copy of which said Indenture is on file
with the undersigned Trustee and available for inspection during business hours
at the office of the Trustee.
The holder hereof, by accepting this Certificate, and every transferee
hereof consents to and agrees to be bound by all the terms and conditions of
this Certificate and of the Indenture, and no transfer of this Certificate or of
any units represented thereby may be made except in accordance with and subject
to said terms and conditions.
The holder hereof, by accepting this Certificate, and every transferee
hereof consents that the undersigned Trustee may treat the registered holder
hereof as the true owner for all purposes.
This Certificate is transferable only on the books of the undersigned
Trustee by the holder hereof in person or by his duly appointed attorney upon
the surrender hereof, properly endorsed.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
21st day of January, 2000.
First Bank, Trustee Star Lane Holdings Trust
Statutory Trust, Depositor
By: /s/ Lisa K. Vansickle By: /s/Annette R. Carson
-------------------------------------- -----------------------------
Lisa K. Vansickle, Vice President Annette R. Carson, Trustee
THIS UNIT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). THIS UNIT HAS BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT
AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS UNIT UNDER
THE SECURITIES ACT; (2) AN OPINION OF COUNSEL SATISFACTORY TO TRUSTEE THAT SUCH
REGISTRATION IS NOT REQUIRED; OR (3) A "NO ACTION" LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSIONTHE "COMMISSION") TO THE EFFECT THAT THE STAFF OF THE
COMMISSION WILL NOT RECOMMEND THAT ANY ACTION BE TAKEN UNDER THE SECURITIES ACT
IF SUCH PROPOSED SALE IS CONSUMMATED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT.
<PAGE>
EXHIBIT A(6)
CERTIFICATE OF TRUST
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/Rev. 10/1/97
- --------------------------------------------------------------------------------
Space for Office Use Only:
[FILED 01/05/2000 04:08 PM PAGE 01769]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF STATUTORY TRUST:
Star Lane Holdings Trust Statutory Trust
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. ADDRESS OF THE STATUTORY TRUST'S PRINCIPAL OFFICE:
Star Lane Holdings Trust Statutory Trust
11901 Olive Blvd.
St. Louis, Missouri 63141
Attn: Annette R. Carson
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. APPOINTMENT OF STATUTORY AGENT
- --------------------------------------------------------------------------------
- ----------------------------------------------------------- --------------------
Name of Agent Business Address
CT Corporation System One Commercial Plaza
--------------------- --------------------
Hartford, CT 06103
------------------
- --------------------------------------------------------------------------------
- ----------------------------------------------------------- --------------------
Residence Address
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Acceptance of Appointment of Registered Agent
CT Corporation System
/s/ Sean Emerick
Sean Emerick, Assistant Secretary
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. EXECUTION BY ALL TRUSTEES
Dated this 3rd day of January, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Type or print names of signing trustees Signatures
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Annette R. Carson /s/ Annette R. Carson
---------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Frank H. Sanfilippo /s/ Frank H. Sanfilippo
-----------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Lisa K. Vansickle /s/ Lisa K. Vansickle
---------------------
- --------------------------------------------------------------------------------
Reference an 8 1/2 x 11 attachment if additional space is required
<PAGE>
DECLARATION OF TRUST
Among
FIRST BANK,
as Grantor,
and
Annette R. Carson, Lisa K. Vansickle and
Frank H. Sanfilippo, as Trustees
Dated as of January 21, 2000
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C> <C>
1. Definitions; Construction................................................................................1
1.1. Definitions.....................................................................................1
1.2. Construction....................................................................................4
2. Organization .......................................................................................4
2.1. Formation and Situs of the Trust................................................................4
2.2. Name .......................................................................................5
2.3. Office for Service of Process...................................................................5
2.4. Purposes and Power..............................................................................5
2.5. Appointment of Trustees.........................................................................5
2.6. Capital Contribution of the Initial Trust Estate................................................6
2.7. Declaration of Trust............................................................................6
2.8. Filing of the Certificate of Trust..............................................................6
2.9. Nature of the Owners' and the Trustees' Liabilities.............................................6
2.10. Duration of the Trust...........................................................................6
2.11. Treatment as a Corporation for Federal Income Tax Purposes......................................6
2.12. Title to Trust Property.........................................................................6
2.13. Representations and Warranties of Grantor.......................................................7
2.13.1. Organization...........................................................................7
2.13.2. Power and Authority; Due Authorization.................................................7
2.13.3. No Conflict............................................................................7
2.13.4. No Proceedings.........................................................................7
2.13.5. Securities Laws........................................................................7
2.14 Additional Contributions to the Trust...........................................................9
3. Trust Certificates and Transfer of Interests.............................................................9
3.1. Initial Ownership...............................................................................9
3.2. The Trust Certificates..........................................................................9
3.2.1. Issuance of Trust Certificates.........................................................9
3.2.2. Transferees of Trust Certificates......................................................9
3.2.3. Issuance of Trust Certificates to Grantor..............................................9
3.3. Trust Certificate Transfer Restrictions........................................................10
3.3.1. Issuance of Trust Certificates........................................................10
3.3.2. Transferees of Trust Certificates.....................................................10
3.4. Authentication of Trust Certificates...........................................................10
3.5. Registration of Transfers and Exchanges of Trust Certificates..................................10
3.5.1. Certificate Registrar and Certificate Register........................................10
3.5.2. New Trust Certificates................................................................10
3.5.3. Written Instruments of Transfer.......................................................11
3.5.4. Service Charges.......................................................................11
3.5.5. No Transfers within 15 Days Prior to a Distribution to Certificateholders.............11
3.6. Mutilated, Destroyed, Lost or Stolen Trust Certificates........................................11
3.7. Persons Deemed Owners..........................................................................11
3.8. Access to List of Certificateholders' Names and Addresses......................................11
3.9. Maintenance of Office or Agency................................................................12
</TABLE>
<PAGE>
<TABLE>
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<S> <C> <C>
4. Management of the Trust.................................................................................12
4.1. Management Vested in the Trustees..............................................................12
4.2. Prior Notice to Holders with Respect to Certain Matters........................................12
5. Application of Trust Funds; Certain Duties..............................................................12
5.1. Application of Trust Funds.....................................................................12
5.1.1. Distributions.........................................................................12
5.1.2. Withholding Taxes.....................................................................12
5.2. Method of Distributions........................................................................13
5.3. No Segregation of Moneys; No Interest..........................................................13
5.4. Accounting and Reports to the Holder, the Internal Revenue Service and Others..................13
6. Authority and Duties of Trustees........................................................................13
6.1. General Duties.................................................................................13
6.2. Action Upon Instruction........................................................................14
6.2.1. Right of Owners to Give Instructions..................................................14
6.2.2. Investments Which Are Not Eligible Investments........................................14
6.2.3. Restrictions on Owners' Power.........................................................14
6.2.4. Majority Control......................................................................14
6.3. No Duties Except as Specified in this Agreement or in Instructions.............................14
6.4. No Action Except Under Specified Documents or Instructions.....................................14
6.5. Restrictions...................................................................................15
7. Concerning the Trustees.................................................................................15
7.1. Acceptance of Trust and Duties.................................................................15
7.2. Representations and Warranties.................................................................16
7.2.1. Organization..........................................................................16
7.2.2. Authorization.........................................................................16
7.2.3. No Conflict...........................................................................16
7.3 Reliance, Advice of Counsel....................................................................16
7.3.1. Reliance..............................................................................16
7.3.2. Counsel, Etc..........................................................................16
7.4. Not Acting in Individual Capacity..............................................................17
7.5. Trustees Not Liable for this Agreement or Trust Certificates...................................17
7.6. Trustees May Own Trust Certificates............................................................17
8. Compensation of Trustees................................................................................17
8.1. Trustees' Fees and Expenses....................................................................17
8.2. Indemnification................................................................................17
8.3. Payments to the Trustees.......................................................................18
9. Termination of Agreement................................................................................18
9.1. Termination....................................................................................18
9.2. Election to Terminate..........................................................................18
9.3. No Right to Terminate..........................................................................19
9.4. Notice of Termination..........................................................................19
9.5. Unclaimed Property.............................................................................19
9.6. Cancellation of Certificate of Trust...........................................................19
</TABLE>
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<TABLE>
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10. Successor Trustees and Additional Trustees..............................................................19
10.1. Resignation or Removal of Trustees.............................................................19
10.1.1. Resignation...........................................................................19
10.1.2. Ineligible Trustees...................................................................20
10.1.3. Removal...............................................................................20
10.1.4. Effectiveness.........................................................................20
10.2. Successor Trustees.............................................................................20
10.2.1. Execution of Acceptance...............................................................20
10.2.2. Notice of Successor Trustee...........................................................20
10.3. Appointment of Co-Trustee or Separate Trustee..................................................21
10.3.1. Appointment...........................................................................21
10.3.2. Rights and Duties of Separate and Co-Trustees.........................................21
10.3.3. Notice; Instruments of Appointment....................................................21
10.3.4. Agent.................................................................................21
11. Miscellaneous ......................................................................................22
11.1. Amendments and Supplements.....................................................................22
11.1.1. Amendments Without Consent of Certificateholders......................................22
11.1.2. Amendments With Consent of Certificateholders.........................................22
11.1.3. Notice................................................................................22
11.1.4. Form of Amendment.....................................................................22
11.1.5. Amendment to Certificate of Trust.....................................................22
11.1.6. Opinions of Counsel...................................................................22
11.2. Captions 23
11.3. Counterpart Facsimile Execution................................................................23
11.4. Counterparts...................................................................................23
11.5. Entire Agreement...............................................................................23
11.6. Exhibits 23
11.7. Failure or Delay...............................................................................23
11.8. Further Assurances.............................................................................23
11.9. Governing Law..................................................................................23
11.10. No Legal Title to Trust Estate in Holders......................................................23
11.11. No Petition....................................................................................24
11.12. No Recourse....................................................................................24
11.13. Notices 24
11.14. Severability...................................................................................25
11.15. Successors and Assigns.........................................................................25
11.16. Third-Party Beneficiaries......................................................................25
</TABLE>
<PAGE>
DECLARATION OF TRUST
This Declaration of Trust made as of January 21, 2000, among FIRST
BANK, a Missouri state bank, as grantor ("Grantor"), and ANNETTE R. CARSON, LISA
K. VANSICKLE and FRANK H. SANFILIPPO, as trustees (the "Trustees").
RECITALS
A. Grantor wishes, and it is the intention of the parties hereto, to
establish a Connecticut Statutory Trust pursuant to Chapter 615 of Title 34 of
the Connecticut General Statutes Section 500, et seq.
B. Grantor desires that the Trustees act as trustees of such statutory
trust pursuant to the terms hereof, and the Trustees wish to act as trustees of
such statutory trust pursuant to the terms hereof.
AGREEMENT
In consideration of the foregoing, the mutual covenants herein
contained and other good and valuable consideration (the receipt, adequacy and
sufficiency of which are hereby acknowledged by the parties hereto by their
execution hereof), the parties hereto agree as follows:
1. Definitions; Construction.
1.1. Definitions. For purposes of this Agreement, unless the
context clearly indicates otherwise, the following capitalized
terms have the following meanings:
"Additional Contributions" has the meaning set forth in Section 2.14.
--------------------------
"Affiliate" means: (i) any Person which, directly or indirectly, is in
control of, is controlled by or is under common control with the party for whom
an affiliate is being determined; (ii) any Person who is a director or officer
of any Person described in clause (i) above or of the party for whom an
affiliate is being determined; or (iii) any partner (general or limited),
trustee, beneficiary, spouse, child (including an adult child) or sibling of any
Person described in clause (i) above or of the party for whom an affiliate is
being determined. For purposes hereof, control of a Person means the power,
direct or indirect, to (a) vote 25% or more of the securities having ordinary
voting power for the election of directors (or comparable positions) of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise and either alone or in conjunction
with others.
"Agent of Service" means CT Corporation System as appointed pursuant to
Section 34-507 of the Business Trust Statute, or any successor thereto.
<PAGE>
"Agent of Service Office" means, with respect to the Agent of Service,
the principal office of the Agent of Service located at One Commercial Plaza,
Hartford, Connecticut 06103, or at such other address as the Trustees may
designate by notice to the Holders pursuant to Section 34-507 of the Business
Trust Statute, or the principal office of any successor Agent of Service
appointed pursuant to Section 34-507 of the Business Trust Statute (where
Trustees will notify Owner of the address of such successor).
"Agreement" means this Trust Agreement, including all Exhibits hereto,
as it may be amended from time to time.
"Applicable Law" means any law, rule, regulation, order, decree or
other requirement having the force of law and, where applicable, any
interpretation thereof by any authority having jurisdiction with respect thereto
or charged with the administration thereof.
"Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks are authorized or required to close under the laws of
the United States of America or the State of Missouri.
"Business Trust Statute" means Chapter 615 of Title 34 of the
Connecticut General Statutes, Section 500, et seq., and any Successor Statute,
as amended from time to time.
"Certificate Balances means the principal amount of all Trust
Certificates outstanding.
"Certificate of Trust" means the Certificate of Trust in the form of
Exhibit B to be filed for the Trust pursuant to Section 34-503(a) of the
Business Trust Statute.
"Certificate Register" and "Certificate Registrar" means the register
mentioned in, and the registrar appointed pursuant to, Section 3.5.
"Certificateholder" or "Holder" means a Person in whose name a Trust
Certificate is registered in the Certificate Register.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contractual Obligation" means any obligation, agreement or
undertaking, whether oral or written.
"Corporate Trust Office" means, with respect to the Trustees, the
principal trust office of the Trustees located at First Bank, 11901 Olive Blvd.,
St. Louis, Missouri 63141, or at such other address as the Trustees may
designate by notice to the Holders, or the principal trust office of any
successor Trustee (the address of which the successor Trustee will notify the
Owners and all other Trustees).
"Debt" of a Person means: (i) all obligations of such Person for
borrowed money; (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; (iii) all obligations of such
<PAGE>
Person to pay the deferred purchase price of property or services; (iv) all
capitalized lease obligations of such Person; (v) all obligations or liabilities
of others secured by a Lien on any asset owned by such Person, whether or not
such obligation or liability is assumed by such Person; (vi) all contingent
obligations of such Person; and (vii) all other obligations or liabilities of
such Person which are required by GAAP (without regard to materiality) to be
shown as a liability or otherwise disclosed in financial statements.
"Eligible Investments" means investments, including securities of any
subsidiary entity, in which a Missouri state bank and a national bank is
permitted to invest in under Applicable Law.
"Expenses" has the meaning set forth in Section 8.2.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession.
"Governmental Authority" means any government of any nation, state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
"Grantor" has the meaning set forth in the opening paragraph of this
Agreement.
"Indemnified Parties" has the meaning set forth in Section 8.2.
"Initial Certificate Balance" means $ 808.59.
"Initial Contribution" means those Eligible Investments as more
particularly described on Exhibit C.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind.
"Majority" means Holders owning, at the time of determination, more
than 50% of the Certificate Balance of all Trust Certificates then outstanding.
"Owner" means a beneficial owner of a Trust Certificate, including
Grantor and its successors and permitted assignees in such capacity.
"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 3.9.
"Person" means any individual, corporation, limited partnership,
general partnership, joint venture, association, company, trust, joint stock
company, bank, trust company, land trust, vehicle trust, business trust, real
estate investment trust, estate, limited liability company or other organization
irrespective of whether it is a legal entity, and any Governmental Authority.
<PAGE>
"Record Date" means, with respect to any distribution date, the last
day of the preceding month.
"SEC" means the United States Securities and Exchange Commission.
"Secretary of State" means the Secretary of State of the State of
Connecticut.
"Securities Act" means the Securities Act of 1933, 15 U.S.C.ss.77a et
seq, as amended.
"Treasury Regulation" means those regulations promulgated by the U.S.
Department of the Treasury pursuant to authority of the Code or any revenue law
of the United States of America.
"Trust" means the trust established by this Agreement.
"Trust Certificate" means a certificate evidencing the interest of a
Holder in the Trust, substantially in the form attached hereto as Exhibit A.
"Trust Estate" means all right, title and interest of the Trust in and
to the Initial Contribution assigned to the Trust pursuant to Section 2.6, the
Trust Account Property and any and all other property of the Trust from time to
time, including: (i) any rights of the Trustees and the Trust pursuant to any
Contractual Obligation; and (ii) any Additional Contributions made to the Trust
pursuant to Section 2.14.
"Trustees" has the meaning set forth in the opening paragraph of this
Agreement.
1.2. Construction. Unless the context of this Agreement clearly requires
otherwise: (i) references to the plural include the singular and vice versa;
(ii) references to any Person include such Person's successors and assigns but,
if applicable, only if such successors and assigns are permitted by this
Agreement; (iii) references to one gender include all genders; (iv) "including"
is not limiting; (v) "or" has the inclusive meaning represented by the phrase
"and/or"; (vi) the words "hereof", "herein", "hereby", "hereunder" and similar
terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement; (vii) section, clause and Exhibit
references are to this Agreement unless otherwise specified; (viii) reference to
any agreement (including this Agreement), document or instrument means such
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and, if applicable, the terms
hereof; and (ix) specific or general references to any Applicable Law means such
Applicable Law as amended, modified, codified or reenacted, in whole or in part,
and in effect from time to time.
<PAGE>
2. Organization.
2.1. Formation and Situs of the Trust. Grantor and the Trustees hereby form the
Trust as a statutory trust pursuant to the provisions of the Business Trust
Statute and this Agreement, to be effective upon the filing of the Certificate
of Trust as provided in the Business Trust Statute. The situs of the Trust is
established in the State of Missouri by the domicile of the Trustees, with its
address and principal place of business at First Bank, 11901 Olive Blvd., St.
Louis, Missouri 63141, with all Trust assets being held by Trustees in accounts
located in said state. This Declaration of Trust is to be governed by and
construed and interpreted in accordance with the laws of the State of
Connecticut subject to Section 11.9 herein.
2.2. Name. The name of the Trust is "Star Lane Holdings Trust Statutory
Trust", in which name the Trustees will conduct the business of the Trust,
make and execute Contractual Obligations and other instruments on behalf of the
Trust and sue and be sued.
2.3. Office for Service of Process. The office of the Trust for purpose of
service of process will be in care of the Trustees at the Corporate Trust Office
or the Agent of Service at the Agent of Service Office or at such other address
as the Trustees may designate by written notice to the Holders.
2.4. Purposes and Power. The purposes of the Trust are, and the Trust
shall have the power and authority, to engage in the following activities:
2.4.1. to issue the Trust Certificates pursuant to this Agreement;
2.4.2. to pay the organizational, start-up and transactional expenses of the
Trust;
2.4.3. to receive the Initial Contribution and any Additional Contributions
from Grantor and to hold the Trust Estate pursuant to the terms hereof;
2.4.4. to manage the Trust Estate pursuant to the terms hereof;
2.4.5. to vary the investments and assets of the Trust Estate and to take
advantage of market variations so as to improve such investments and assets
pursuant to the terms hereof;
2.4.6. to distribute the Trust Estate, or portions thereof, to the Holders
pursuant to the terms hereof;
2.4.7. to enter into and perform the Trust's obligations under the Contractual
Obligations to which the Trust is a party; and
2.4.8. to engage in those activities, including entering into Contractual
Obligations, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.
<PAGE>
The Trust is hereby authorized to engage in the foregoing activities. The Trust
may not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement.
2.5. Appointment of Trustees. Grantor hereby appoints the Trustees as
trustees of the Trust effective as of the date hereof, to have all the rights,
powers and duties set forth herein.
2.6. Capital Contribution of the Initial Trust Estate. Grantor hereby sells,
assigns, transfers, conveys and sets over to the Trust, as of the date hereof,
the Initial Contribution. The Trustees hereby acknowledge receipt in trust from
Grantor, as of the date hereof, of the foregoing contribution, which
contribution constitutes the initial Trust Estate.
2.7. Declaration of Trust. The Trustees hereby declare that they will hold the
Trust Estate in trust upon and subject to the conditions set forth herein for
the use and benefit of the Holders. It is the intention of the parties hereto
that the Trust constitute a statutory trust under the Business Trust Statute and
that this Agreement constitute the governing instrument of such statutory trust.
Effective as of the date hereof, the Trustees have all rights, powers and duties
set forth herein and in the Business Trust Statute with respect to accomplishing
the purposes of the Trust.
2.8. Filing of the Certificate of Trust. The Trustees are to file the
Certificate of Trust in accordance with the Business Trust Statute with the
Secretary of State's office promptly upon the execution of this Agreement by
Grantor and the Trustees. The Trustees will thereafter file any necessary
amendments to, or restatements of, the Certificate of Trust and other filings
and will do all things requisite to the maintenance of the Trust as a statutory
trust under the Business Trust Statute.
2.9. Nature of the Owners' and the Trustees' Liabilities. Neither any Holder nor
any Trustee is liable, jointly or severally, for any Debts or obligations of the
Trust, under a judgment, decree or order of a court, or in any other manner,
solely by reason of being a Holder or a Trustee or both. In addition, the
Holders are entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the general
corporation law of the State of Connecticut. Nothing in this Section affects a
Trustee's accountability under Section 7.1. The Grantor will pay the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Trustees, promptly reimburse the Trustee for any such expense
paid by the Trustees.
2.10. Duration of the Trust. The duration of the Trust is perpetual.
2.11. Treatment as a Corporation for Federal Income Tax Purposes. Grantor and
the Trustees intend that the Trust is, and will continue to be, an entity
taxable as a corporation for federal income tax purposes. The Trustees will do
all things requisite to the maintenance of the Trust as an entity taxable as a
corporation for federal income tax purposes. Nothing contained in this Section
affects, or is intended to affect, the status of the Trust as a statutory trust
under the Business Trust Statute or any other Applicable Law. The parties agree
that, unless otherwise required by appropriate tax authorities, the Trustees on
behalf of the Trust will file or cause to be filed annual or other necessary
income tax returns, reports and other forms consistent with the characterization
of the Trust as a corporation for such federal income tax purposes.
<PAGE>
2.12. Title to Trust Property. Legal title to all the Trust Estate will be
vested at all times in the Trust as a separate legal entity except where
Applicable Law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee or trustees, in which case title will be deemed
to be vested in the Trustees, or any one or more of them, a co-trustee or a
separate trustee, as the case may be. The Trust will be deemed to hold
beneficial ownership of any income earned on securities of the Trust issued by
any business entities formed, organized or existing under the laws of any
jurisdiction. No creditor of a Holder or an Owner has any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect to
the property of the Trust.
2.13. Representations and Warranties of Grantor. Grantor hereby represents
and warrants to the Trustees as follows.
2.13.1. Organization. Grantor is duly organized and validly existing as a
Missouri state bank in good standing under the laws of the state of Missouri,
with power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is presently conducted.
2.13.2. Power and Authority; Due Authorization. Grantor has the power and
authority to execute and deliver this Agreement and to carry out its terms.
Grantor has full power and authority to assign the Initial Contribution to the
Trust and Grantor has duly authorized such assignment to the Trust by all
necessary action. The execution, delivery and performance of this Agreement has
been duly authorized by Grantor by all necessary action.
2.13.3. No Conflict. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof: (i) do not conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the Articles of
Association or bylaws of Grantor or any indenture or other Contractual
Obligation or instrument to which Grantor is a party or by which it is bound;
(ii) result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture or other Contractual Obligation or
instrument; or (iii) violate any law or, to Grantor's knowledge, any order, rule
or regulation applicable to Grantor of any court or of any other Governmental
Authority having jurisdiction over Grantor or its properties.
<PAGE>
2.13.4. No Proceedings. To Grantor's knowledge, there are no proceedings or
investigations pending or threatened before any court or other Governmental
Authority having jurisdiction over Grantor or its properties: (i) asserting the
invalidity of this Agreement; (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement; or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by Grantor of its obligations under, or the validity or
enforceability of, this Agreement.
2.13.5. Securities Laws. With respect to the issuance of Trust Certificates
to Grantor pursuant to Section 3.2.3, Grantor, in its capacity as a Holder of
such Trust Certificates, represents, warrants and acknowledges as follows:
2.13.5.1. Grantor qualifies as an "accredited investor, " or is an entity
all of the equit owners of which fall within the definition of "accredited
investor," as defined in Regulation D of the SEC, promulgated under the
Securities Act, appearing at 17 C.F.R.ss. 230.501(a).
2.13.5.2. Grantor, or its equity owners, has had extensive experience in
reviewing and assessing the merits and risks and other considerations relating
to investments of this kind and has had access to, and has actually reviewed,
all information which it deems appropriate in making an investment decision with
respect to the Trust Certificates.
2.13.5.3. Grantor understands and acknowledges that the Trust Certificates
are not being offered or sold pursuant to a registration statement filed with
and declared effective by the SEC under the Securities Act and are being sold in
reliance upon an exemption therefrom. Grantor will not sell, assign, transfer or
otherwise dispose of all or any part of the Trust Certificates or any interest
therein, except in compliance with all applicable state and federal securities
laws. The Trust Certificates are and will be subject to the following legend
condition:
THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THIS TRUST CERTIFICATE HAS BEEN ACQUIRED BY
THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF: (1) AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE TRUST CERTIFICATES UNDER THE SECURITIES ACT;
(2) AN OPINION OF COUNSEL SATISFACTORY TO STAR LANE HOLDINGS TRUST STATUTORY
TRUST THAT SUCH REGISTRATION IS NOT REQUIRED; OR (3) A "NO ACTION" LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") TO THE EFFECT THAT THE
STAFF OF THE COMMISSION WILL NOT RECOMMEND THAT ANY ACTION BE TAKEN UNDER THE
SECURITIES ACT AGAINST STAR LANE HOLDINGS TRUST STATUTORY TRUST IF SUCH PROPOSED
SALE IS CONSUMMATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
2.13.5.4. Grantor is acquiring the Trust Certificates for its own account
and not with a view to, or for sale in connection with, any distribution
thereof, and has no present intention of dividing its interest in the Trust
Certificates with others, or of reselling or otherwise disposing of all or any
portion of the Trust Certificates, either currently or after a fixed or
determinable period of time, or upon the occurrence or non-occurrence of any
predetermined event or circumstances.
<PAGE>
2.13.5.5. Grantor has not offered the Trust Certificates for sale and is
not obligated to transfer the Trust Certificates to anyone else, nor does
Grantor have any arrangements or understanding to do so.
2.13.5.6. Grantor has no present or contemplated undertaking, arrangement,
obligation, indebtedness or commitment providing for, or which is likely to
compel, a disposition of the Trust Certificates except for transactions not
subject to the registration requirements of the Securities Act.
2.14. Additional Contributions to the Trust. Grantor reserves the right, from
time to time and at an time, to make additional assignments, transfers and
conveyances of property to the Trust in addition to the Initial Contribution
("Additional Contributions"). Any and all Additional Contributions, upon such
assignment, transfer or conveyance, become part of the Trust Estate to be held,
administered and distributed in accordance with the terms hereof. Any Additional
Contribution may only be made to the Trust by Grantor effective as of the
beginning of a calendar month.
3. Trust Certificates and Transfer of Interests.
3.1. Initial Ownership. Upon the formation of the Trust by the contribution by
Grantor of the Initial Contribution pursuant to Section 2.6 and until the
issuance of the Trust Certificates to persons other than the Grantor, Grantor is
the sole Owner of the Trust.
3.2. The Trust Certificates.
3.2.1. Issuance of Trust Certificates. The Trust Certificates are to be issued
in minimum denominations of $500 and in integral multiples of $500 in excess
thereof; provided however that the Trust Certificates issued to Grantor pursuant
to Section 3.2.3 may be issued in such denomination as to include any residual
amount. The Trust Certificates are to be executed on behalf of the Trust by
manual or facsimile signature of a Trustee. Trust Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trust, are valid
and binding obligations of the Trust notwithstanding that such individuals or
any of them have ceased to be so authorized prior to the authentication and
delivery of such Trust Certificates or did not hold such offices at the date of
authentication and delivery of such Trust Certificates.
3.2.2. Transferees of Trust Certificates. A transferee of a Trust Certificate
becomes a Certificateholder, and is entitled to the rights and subject to the
obligations of a Holder hereunder, upon such transferee's acceptance of a Trust
Certificate duly registered in such transferee's name pursuant to Section 3.5.
3.2.3. Issuance of Trust Certificates to Grantor. Concurrently with the
assignment of the Initial Contribution to the Trust by Grantor pursuant to this
Agreement (or as soon thereafter as is practicable), the Trustees will cause
<PAGE>
Trust Certificates an aggregate principal amount equal to the Initial
Certificate Balance to be executed on behalf of the Trust, authenticated and
delivered to or upon the written order of Grantor (which written order is to be
signed by Grantor's chairman of the board, its president or any vice president)
without further action by Grantor, in authorized denominations. In the event
Grantor makes an Additional Contribution to the Trust in accordance with Section
2.14, the Trustees are to cause the Trust Estate and the Additional Contribution
to be valued at its net fair market value as of the calendar month end
immediately preceding such Additional Contribution. Concurrently with the
assignment of any Additional Contributions to the Trust by Grantor pursuant to
this Agreement (or as soon thereafter as is practicable), the Trustees will
cause Trust Certificates to be executed on behalf of the Trust, authenticated
and delivered to or upon the written order of Grantor (which written order is to
be signed by Grantor's chairman of the board, its president or any vice
president) without further action by Grantor, in authorized denominations. Such
new Trust Certificates are to be issued in an aggregate principal amount so
that, immediately after the issuance of such new Trust Certificates, the fair
market value of the old Trust Certificates held by Holders immediately prior to
such Additional Contribution equals the fair market value of such old Trust
Certificates immediately after such Additional Contribution.
3.3. Trust Certificate Transfer Restrictions.
3.3.1. Securities Act Restrictions. A Trust Certificate may not be
pledged, hypothecated, sold, transferred or otherwise disposed of in the absence
of: (i) an effective registration statement as to the Trust Certificates under
the Securities Act; (ii) an opinion of counsel satisfactory to the Trustees that
such registration is not required; or (iii) a "no action" letter from the SEC to
the effect that the staff of the SEC will not recommend that any action be taken
under the Securities Act against the Trust if such proposed sale is consummated
without registration under the Securities Act.
3.3.2. No Other Transfer Restrictions. Subject to Section 3.3.1, a Holder
may, without the consent of any Trustee, Grantor or any other Holder, transfer
his Trust Certificates to any Person. Upon registration of such transfer,
the transferee has the rights and obligations set forth in Section 3.2.2.
3.4. Authentication of Trust Certificates. No Trust Certificate entitles its
Holder to any benefit under this Agreement, or is valid for any purpose, unless
there appears on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by a Trustee (or an
authenticating agent on behalf of the Trustees). Such authentication constitutes
conclusive evidence that such Trust Certificate has been duly authenticated and
delivered hereunder. All Trust Certificates are to be dated the date of their
authentication.
3.5. Registration of Transfers and Exchanges of Trust Certificates.
3.5.1. Certificate Registrar and Certificate Register. The Certificate
Registrar will keep or cause to be kept, at the office or agency maintained
pursuant to Section 3.9, a Certificate Register in which, subject to such
reasonable regulations as the Trustees may prescribe, the Certificate
Registrar will provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. First Bank
is the initial Certificate Registrar.
<PAGE>
3.5.2. New Trust Certificates. Upon surrender for registration of transfer
of any Trust Certificate at the office or agency maintained pursuant to Section
3.9, the Trustees will execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Trust Certificates in
authorized denominations of a like aggregate amount, dated the date of
authentication by the Trustees or any authenticating agent. At the option of a
Holder, Trust Certificates may be exchanged for other Trust Certificates of
authorized denominations of a like aggregate amount upon surrender of the Trust
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.9.
3.5.3. Written Instruments of Transfer. Every Trust Certificate presented
or surrendered for registration of transfer or exchange must be accompanied by a
written instrument of transfer in form satisfactory to the Trustees and the
Certificate Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Trust Certificate surrendered for registration of
transfer or exchange will be canceled and subsequently disposed of by the
Trustees in accordance with their customary practice.
3.5.4. Service Charges. No service charge will be made for any registration
of transfer or exchange of Trust Certificates, but the Trustees or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer or
exchange of Trust Certificates.
3.5.5. No Transfers Within 15 Days Prior to a Distribution to
Certificateholders. The preceding provisions of this Section notwithstanding,
the Trustees will not make and the Certificate Registrar will not register
transfers or exchanges of Trust Certificates for a period of 15 days preceding
the date of any distribution with respect to the Trust Certificates.
3.6. Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (i) any
mutilated Trust Certificate is surrendered to the Certificate Registrar, or if
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Trust Certificate and, (i) there is delivered
to the Certificate Registrar and the Trustees such security or indemnity as may
be required by them to save each of them harmless, then in the absence of notice
that such Trust Certificate has been acquired by a bona fide purchaser, the
Trustees on behalf of the Trust will execute and the Trustees will authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Trust Certificate, a new Trust Certificate of like tenor and
denomination. In connection with the issuance of any new Trust Certificate under
this Section, the Trustees or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Trust Certificate issued pursuant
to this Section constitutes conclusive evidence of ownership in the Trust as if
originally issued, whether or not the lost, stolen or destroyed Trust
Certificate is found at any time.
<PAGE>
3.7. Persons Deemed Owners. Prior to due presentation of a Trust Certificate for
registration of transfer, the Trustees or the Certificate Registrar may treat
the Person in whose name any Trust Certificate is registered in the Certificate
Register as the owner of such Trust Certificate for the purpose of receiving
distributions pursuant to Section 5.1 and for all other purposes whatsoever, and
neither the Trustees nor the Certificate Registrar will be bound by any notice
to the contrary.
3.8. Access to List of Certificateholders' Names and Addresses. If ten or more
Certificateholders or one or more Holders of Trust Certificates evidencing not
less than 25% of the Certificate Balance apply in writing to the Trustees, and
such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Trust Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Trustees will,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the current list of
Certificateholders. Each Holder, by receiving and holding a Trust Certificate,
is deemed to have agreed not to hold any of Grantor, the Certificate Registrar
or any of the Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.
3.9. Maintenance of Office or Agency. The Trustees will maintain in the County
of St. Louis, Missouri an office or offices or agency or agencies where Trust
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Certificates and this Agreement may be served. The Trustees initially designate
First Bank, 11901 Olive Blvd., St. Louis, Missouri 63141 as their office for
such purposes. The Trustees will give prompt written notice to the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.
4. Management of the Trust.
4.1. Management Vested in the Trustees. Subject to the other provisions hereof,
the business and affairs of the Trust, and the disposition of the Trust Estate,
are to be exclusively managed by and under the direction of the Trustees. Any
action, or withholding of action, required hereunder of the Trustees, and the
exercise of any right or power of the Trustees hereunder, requires the consent
of a majority (per capita) of the Trustees.
4.2. Prior Notice to Holders with Respect to Certain Matters. With respect to
the election by the Trust to file an amendment to the Certificate of Trust
(unless such amendment is pursuant to Section 11.1.1 or is required to be filed
under the Business Trust Statute), the Trustees may not take such action unless
at least 30 days before the taking of such action, the Trustees have notified
the Certificateholders in writing of the proposed action and the
Certificateholders have not notified the Trustees in writing prior to the 30th
day after such notice is given that such Certificateholders have withheld
consent or provided alternative direction.
5. Application of Trust Funds; Certain Duties.
5.1. Application of Trust Funds.
5.1.1. Distributions. The Trustees will make distributions of the Trust
Estate, or any portions thereof, at such times and in such amounts as the
Trustees determine in their discretion. In addition, the Trustees will make
distributions of the entire Trust Estate upon the termination of the Trust as
set forth in Section 9.1. Any distributions made by the Trust to a
Certificateholder are to be pro rata in proportion of the principal amount of
such Certificateholder's Trust Certificate to the Certificate Balance.
5.1.2. Withholding Taxes. In the event that any withholding tax is imposed
on the Trust's payment to a Holder, such tax reduces the amount otherwise
distributable to the Holder in accordance with this Section 5.1. The Trustees
are hereby authorized and directed to retain from amounts otherwise
distributable to the Holders sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization does not prevent the Trustees
from contesting any such tax in appropriate proceedings, and withholding payment
of such tax, if permitted by Applicable Law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to a Holder
will be treated as cash distributed to such Holder at the time it is withheld by
the Trust and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to a distribution (such
as a distribution to a non-U.S. Holder), the Trustees may in their sole
discretion withhold such amounts in accordance with this Section. In the event
that a Holder wishes to apply for a refund of any such withholding tax, the
Trustees will reasonably cooperate with such Holder in making such claim so long
as such Holder agrees to reimburse the Trustees for any out-of-pocket expenses
incurred.
5.2. Method of Distributions. Distributions required to be made to
Certificateholders will be made to each Certificateholder of record on the
preceding Record Date. In the case of cash distributions, such distributions
will either be: (i) by wire transfer, in immediately available funds, to the
account of such Holder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has provided to the Certificate Registrar
appropriate written instructions at least five Business Days prior to such
distribution date and such Holder's Trust Certificates in the aggregate evidence
a denomination of not less than $1,000,000; or (ii) if not, by check mailed to
such Certificateholder at the address of such Holder appearing in the
Certificate Register. Distributions of property other than cash will be made on
the basis of the fair market value of such property and will be effected in such
manner as the Trustees determine.
5.3. No Segregation of Moneys; No Interest. Moneys received by the Trustees
hereunder need not be segregated in any manner except to the extent required by
Applicable Law and may be deposited under such general conditions as may be
prescribed by Applicable Law, and the Trustees will not be liable for any
interest thereon.
<PAGE>
5.4. Accounting and Reports to the Holder, the Internal Revenue Service and
Others. The Trustees will: (i) maintain (or cause to be maintained) the books of
the Trust on a calendar year basis on the accrual method of accounting; (ii)
file or cause to be filed such tax returns relating to the Trust (including a
corporate income tax return, IRS Form 1120), and make such elections or cause
such elections to be made as may from time to time be required or appropriate
under any applicable federal income tax statute or rule or regulation thereunder
so as to maintain the Trust's characterization as a corporation for federal
income tax purposes; (iii) cause such tax returns to be signed in the manner
required by Applicable Law; and (iv) collect or cause to be collected any
withholding tax as described in and in accordance with Section 5.1.2 with
respect to distributions to Holders.
6. Authority and Duties of Trustees.
6.1. General Duties. It is the duty of the Trustees to discharge (or cause to be
discharged) all of their responsibilities pursuant to the terms of this
Agreement and to administer the Trust in the interest of the Holders, subject to
and in accordance with the provisions of this Agreement. No Trustee will be
required to take any action hereunder if such Trustee has reasonably determined,
or has been advised by counsel, that such action is likely to result in
liability on the part of such Trustee or is contrary to the terms hereof or is
otherwise contrary to Applicable Law.
6.2. Action Upon Instruction.
6.2.1. Right of Owners to Give Instructions. The Holders may not direct
the Trustees in the management of the Trust, except as set forth in Section
6.2.2, or as otherwise set forth herein, but in those events, any direction from
the Holders is subject to Section 4.1, or the other provisions set forth herein.
Such direction pursuant to the preceding sentence may be exercised at any time
by written instruction of the Holders as set forth in this Section 6.2. Such
power of direction (or the exercise thereof) will not cause a Holder to be a
trustee of the trust created hereby.
6.2.2. Investments Which Are Not Eligible Investments.In the event the
Trustees invest the Trust Estate, or any portion thereof, in an investment which
is not an Eligible Investment, any Holder which is a Missouri state bank may
direct the Trustees to terminate such investment, in which case the Trustees
must terminate such investment.
6.2.3. Restrictions on Owners' Power. The Holders may not direct a
Trustee to take or refrain from taking any action if such action or inaction
would be contrary to any obligation of the Trust or the Trustees under this
Agreement or would be contrary to Section 2.4, nor will a Trustee be obligated
to follow any such direction if given.
6.2.4. Majority Control. Except as expressly provided herein, any
action that may be taken by the Holders under this Agreement may be taken by the
Holders of Trust Certificates evidencing not less than a Majority. Except as
expressly provided herein, any written notice of the Holders delivered pursuant
to this Agreement will be effective if signed by Holders of Trust Certificates
evidencing not less than a Majority at the time of the delivery of such notice.
<PAGE>
6.3. No Duties Except as Specified in this Agreement or in Instructions. The
Trustees will not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, dispose of or otherwise deal with the Trust
Estate, or to otherwise take or refrain from taking any action under, or in
connection with, any document contemplated hereby to which any of the Trustees
is a party, except as expressly provided by the terms of this Agreement or in
any document or written instruction received by the Trustees pursuant to Section
6.2; and no implied duties or obligations will be read into this Agreement
against the Trustees. The Trustees have no responsibility to prepare or file any
SEC filing for the Trust or to record this Agreement. The Trustees nevertheless
agree that they will, at their own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the Trust Estate that
result from actions by, or claims against, the Trustees (or any of them) that
are not related to the ownership or the administration of the Trust Estate.
6.4. No Action Except Under Specified Documents or Instructions. The Trustees
may not manage, control, use, sell, dispose of or otherwise deal with any part
of the Trust Estate except in accordance with the powers granted to and the
authority conferred upon the Trustees pursuant to this Agreement.
6.5. Restrictions. No Trustee may take any action: (i) that is inconsistent with
the purposes of the Trust set forth in Section 2.4; or (ii) that, to the actual
knowledge of such Trustee, would result in the Trust no longer being taxable as
a corporation for federal income tax purposes. The Holders may not direct the
Trustees or any one or more of them to take action that would violate the
provisions of this Section.
7. Concerning the Trustees.
7.1. Acceptance of Trusts and Duties. Each Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts
but only upon the terms of this Agreement. Each Trustee also agrees to disburse
all moneys actually received by it constituting part of the Trust Estate upon
the terms of this Agreement. No Trustee will be answerable or accountable
hereunder under any circumstances, except: (i) for its own willful misconduct or
gross negligence; or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.2 expressly made by the Trustee. In particular,
but not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):
7.1.1. a Trustee will not be liable for any error of judgment made by
the Trustee (or a responsible officer of the Trustee) or by another Trustee (or
a responsible officer of another Trustee);
7.1.2. a Trustee will not be liable with respect to any action taken or
omitted to be taken by it in accordance with the instructions of any Holder
(provided that such Holder is permitted to give such instructions hereunder);
<PAGE>
7.1.3. no provision of this Agreement will require a Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder;
7.1.4. a Trustee will not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by
Grantor or any other Trustee or for the form, character, genuineness,
sufficiency, value or validity of any of the Trust Estate or for or in respect
of the validity or sufficiency of any document, other than the certificate of
authentication on the Trust Certificates, and a Trustee will in no event assume
or incur any liability, duty or obligation to any Holder other than as expressly
provided for herein; and
7.1.5. a Trustee is under no obligation to exercise any of the rights
or powers vested in it by this Agreement, or to institute, conduct or defend any
litigation under this Agreement or otherwise or in relation to this Agreement,
at the request, order or direction of any of the Holders, unless such Holders
have offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses (including attorney's fees and expenses) and liabilities that
may be incurred by the Trustee therein or thereby. The right of the Trustees to
perform any discretionary act enumerated in this Agreement may not be construed
as a duty, and a Trustee will not be answerable for other than its gross
negligence or willful misconduct in the performance of any such act.
7.2. Representations and Warranties. Each Trustee hereby represents and warrants
to Grantor, for the benefit of the Owners, as follows:
7.2.1. Organization. If the Trustee is a corporation, it is a
corporation duly organized and validly existing in good standing under the laws
of the state of its incorporation, and it has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement.
7.2.2. Authorization. If the Trustee is a corporation, it has taken all
corporate action necessary to authorize the execution and delivery by it of this
Agreement, and this Agreement will be executed and delivered by one of its
officers who is duly authorized to execute and deliver this Agreement on its
behalf.
7.2.3. No Conflict. Neither the execution nor the delivery by it of
this Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any federal or applicable state law, governmental rule or regulation
governing the banking or trust powers of the Trustee or any judgment or order
binding on it, or constitute any default under its charter documents or by-laws
or any indenture, Contractual Obligation or other instrument to which it is a
party or by which any of its properties may be bound.
<PAGE>
7.3. Reliance, Advice of Counsel.
7.3.1. Reliance. A Trustee will incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. A
Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, a Trustee may for all purposes hereof rely
on a certificate, signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact or
matter and such certificate constitutes full protection to the Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.
7.3.2. Counsel, Etc. In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement, a Trustee: (i) may act directly or through its agents or attorneys at
the expense of the Trust pursuant to agreements entered into with any of them
and the Trustee will not be liable for the conduct or misconduct of such agents
or attorneys if such agents or attorneys have been selected by the Trustee with
reasonable care; and (ii) may at the expense of the Trust consult with counsel,
accountants and other skilled persons to be selected with reasonable care and
employed by it. A Trustee will not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or advice of
any such counsel, accountants or other such Persons and not contrary to this
Agreement.
7.4. Not Acting in Individual Capacity. Except as provided in this Section 7, in
accepting the trusts hereby created, each Trustee acts solely as Trustee
hereunder and not in its individual capacity and all Persons having any claim
against the Trustees by reason of the transactions contemplated by this
Agreement may look only to the Trust Estate for payment or satisfaction thereof.
7.5. Trustees Not Liable for this Agreement or Trust Certificates. The recitals
contained herein and in the Trust Certificates (other than the signature and
countersignature of the Trustees on the Trust Certificates) will be taken as the
statements of Grantor, and the Trustees assume no responsibility for the
correctness thereof. The Trustees make no representations as to the validity or
sufficiency of this Agreement or of the Trust Certificates (other than the
signature and countersignature of the Trustees on the Trust Certificates). The
Trustees will at no time have any responsibility or liability for or with
respect to sufficiency of the Trust Estate or its ability to generate the
payments to be distributed to Certificateholders under this Agreement.
7.6. Trustees May Own Trust Certificates. A Trustee in its individual or any
other capacity may become the owner or pledges of Trust Certificates.
<PAGE>
8. Compensation of Trustees.
8.1. Trustees' Fees and Expenses. The Trustees will receive from the Trust as
compensation for their services hereunder such fees as have been separately
agreed upon before the date hereof between Grantor and the Trustees. A successor
Trustee will receive from the Trust as compensation for its services
hereunder-such fees as are separately agreed upon between Grantor and the
Trustee prior to such successor being appointed a Trustee hereunder. Each
Trustee will be entitled to be reimbursed by the Trust for its other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the
Trustee may employ in connection with the exercise and performance of its rights
and duties hereunder. To the extent such fees and expenses or a portion thereof
are not promptly paid out of the Trust Estate, Grantor will pay such fees and
expenses or the remainder thereof due to the Trustees.
8.2. Indemnification. Grantor will be liable as primary obligor for, and will
indemnify each Trustee (in his or her individual and Trust capacities) and its
successors, assigns, agents and servants (collectively the "Indemnified
Parties") from and against any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of any
kind and nature whatsoever (collectively "Expenses") which may at any time be
imposed on, incurred by or asserted against the Trustee or any Indemnified Party
in any way relating to or arising out of thin Agreement, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Trustees
hereunder, except only that Grantor will not be liable for or required to
indemnify an Indemnified Party from and against Expenses arising or resulting
from any of the matters described in the third sentence of Section 7.1. The
indemnities contained in this Section survive the resignation or termination of
any Trustee or the termination of this Agreement. In the event of any claim,
action or proceeding for which indemnity will be sought pursuant to this
Section, a Trustee's choice of legal counsel will be subject to the approval of
Grantor, which approval may not be unreasonably withheld or delayed, and in the
event that such approval is not granted by Grantor within such reasonable period
of time and no reason exists of which the Trustee is aware for the failure of
Grantor to grant such approval, the Trustee's choice of legal counsel will be
deemed to be approved by Grantor.
(a) To the fullest extent permitted by law, Expenses to be incurred by
an Indemnified Party shall, from time to time, be advanced by, or on behalf of,
the Grantor or the Trust prior to the final disposition of any matter upon
receipt by the Grantor or the Trust of an undertaking by, or on behalf of, such
Indemnified Party to repay such amount if it shall be determined that the
Indemnified Party is not entitled to be indemnified under this Agreement.
(b) If the indemnification provided for herein is invalid or
unenforceable in accordance with its terms, then Grantor shall contribute to the
amount paid or payable by an Indemnified Party as a result of such liability in
such proportion as is appropriate to reflect the relative benefits received by
Grantor on one hand and the Indemnified Parties on the other from the
transactions contemplated by this Agreement. For this purpose, the benefits
received by the Grantor shall be the aggregate value of the Trust assets, and
the benefits received by the Indemnified Parties shall be its fees as Trustee
<PAGE>
less costs and unreimbursed expenses incurred by it as Trustee in relation to
the Trust. If, however, the allocation provided by the immediately preceding two
sentences is not permitted by applicable law, then Grantor shall contribute to
such amount paid or payable by an Indemnified Party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of Grantor on the one hand and the Indemnified Party on the other in
connection with the actions or omissions which resulted in such liability, as
well as any other relevant equitable considerations.
8.3. Payments to the Trustees. Any amounts paid to the Trustees and pursuant to
this Section 8 will be deemed not to be a part of the Trust Estate immediately
after such payment.
9. Termination of Agreement.
9.1. Termination. This Agreement (other than Section 8) and the Trust will
dissolve, wind up and terminate and be of no further force or effect in
accordance with Section 34-517 of the Business Trust Statute: (i) upon the final
distribution by the Trustees of all moneys or other property or proceeds of the
Trust Estate in accordance with the terms of this Agreement; or (ii) as set
forth in Section 9.2. The bankruptcy, liquidation, dissolution, death or
incapacity of any Holder will not operate to terminate this Agreement or the
Trust, nor entitle such Holder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Estate, nor otherwise affect
the rights, obligations and liabilities of the parties hereto.
9.2. Election to Terminate. If it should be deemed advisable in the judgment of
the Trustees that the Trust should be dissolved and terminated, the Trustees
will cause notice to be mailed to each Certificateholder of such intent to
dissolve, wind up and terminate the Trust. If a Majority approve the dissolution
and termination, then the Trust will be dissolved, wound up and terminated and
the Trust Estate distributed in accordance with Section 5. Dissolution and
termination of the Trust may also be authorized without action of the Trustees
if all of the Certificateholders consent in writing to such dissolution and
termination.
9.3. No Right to Terminate. Except as set forth in Section 9.2, neither Grantor
nor any Holder is entitled to revoke or terminate the Trust.
9.4. Notice of Termination. Notice of any termination of the Trust under Section
9.1, specifying the date upon which the Certificateholders must surrender their
Trust Certificates to the Paying Agent for payment of the final distribution and
cancellation, will be given by the Trustees by letter to Certificateholders
stating: (i) the date upon or with respect to which final payment of the Trust
Certificates will be made upon presentation and surrender of the Trust
Certificates at the office of the Paying Agent therein designated; (ii) the
amount of any such final payment; and (iii) that the Record Date otherwise
applicable to date is not applicable, payments being made only upon presentation
and surrender of the Trust Certificates at the office of the Paying Agent
therein specified. The Trustees must give such notice to the Certificate
Registrar and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Trust Certificates,
the Paying Agent will cause to be distributed to Certificateholders amounts
distributable on such date pursuant to Section 5.1.
<PAGE>
9.5. Unclaimed Property. In the event that all of the Certificateholders have
not surrendered their Trust Certificates for cancellation within six months
after the date specified in the above mentioned written notice, the Trustees
will give a second written notice to the remaining Certificateholders to
surrender their Trust Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
all the Trust Certificates have not been surrendered for cancellation, the
Trustees may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificateholders concerning surrender of their
Trust Certificates, and the cost thereof will be paid out of the funds and other
assets that remain subject to this Agreement. After the exhaustion of such
remedies, any funds remaining in the Trust will be distributed by the Trustees
to Grantor.
9.6. Cancellation of Certificate of Trust. Upon the winding up of the Trust and
its termination, the Trustees will cause the Certificate of Trust to be canceled
by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 34-503 of the Business Trust Statute.
10. Successor Trustees and Additional Trustees.
10.1. Resignation or Removal of Trustees.
10.1.1. Resignation. Each Trustee may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the remaining Trustees. Upon receiving such notice of resignation, the remaining
Trustees will promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument will be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee has been
so appointed and accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
10.1.2. Ineligible Trustees. If at any time a Trustee is legally unable
to act, or is adjudged bankrupt or insolvent, or a receiver of a Trustee or of
its property is appointed, or any public officer takes charge or control of a
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the other Trustees may remove such Trustee. If
the other Trustees remove a Trustee under the authority of the immediately
preceding sentence, the other Trustees must promptly appoint a successor Trustee
by written instrument, in duplicate, one copy of which instrument will be
delivered to the outgoing Trustee so removed and one copy to the successor
Trustee.
10.1.3. Removal. The Holders may at any time remove a Trustee as a
trustee hereunder by giving written notice thereof to the Trustees. Upon giving
such notice, the Holders will promptly appoint a successor Trustee by notice to
the Trustees (including the removed Trustee and the successor Trustee). If no
successor Trustee has been so appointed and accepted appointment within 30 days
after the giving of such notice of removal, the remaining Trustees may appoint a
successor Trustee.
<PAGE>
10.1.4. Effectiveness. Any resignation or removal of a Trustee and
appointment of a successor Trustee pursuant to any of the provisions of this
Section will not become effective until acceptance of appointment by the
successor Trustee pursuant to Section 10.2 and payment of all fees and expenses
owed to the outgoing Trustee to which it is entitled.
10.2. Successor Trustees.
10.2.1. Execution of Acceptance. Any successor Trustee appointed
pursuant to Section 10.1 must execute, acknowledge and deliver to the other
Trustees and to its predecessor Trustee an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the
predecessor Trustee becomes effective and such successor Trustee, without any
further act, deed or conveyance, becomes fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as Trustee. The predecessor Trustee will upon
payment of the fees and expenses to which it is entitled deliver to the
successor Trustee all documents and statements and monies held by it under this
Agreement; and the other Trustees and the predecessor Trustee will execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Trustee all such
rights, powers, duties and obligations.
10.2.2. Notice of Successor Trustee. Upon acceptance of appointment by
a successor Trustee pursuant to this Section, the Trustees will mail notice of
the successor Trustee to all Certificateholders.
10.3. Appointment of Co-Trustee or Separate Trustee.
10.3.1. Appointment. Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Estate may at the time be located,
the Trustees have the power and will execute and deliver all instruments to
appoint one or more Persons approved by the Trustees to act as co-trustee,
jointly with the Trustees, or separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Trustees may consider necessary or desirable. No notice of the appointment of
any co-trustee or separate trustee is required pursuant to Section 10.2.2.
10.3.2. Rights and Duties of Separate and Co-Trustees. Each separate
trustee and co-trustee will, to the extent permitted by Applicable Law, be
appointed and act subject to the following provisions and conditions: (i) all
rights, powers, duties and obligations conferred or imposed upon the Trustees
will be conferred upon and exercised or performed by the Trustees and such
separate trustee or co-trustee jointly (it being understood that such separate
trustee or co-trustee is not authorized to act separately without the Trustees
joining in such act), except to the extent that under any Applicable Law of any
jurisdiction in which any particular act or acts are to be performed, the
<PAGE>
Trustees are incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust or any portion thereof in any such jurisdiction) will be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Trustees; (ii) no trustee under this Agreement
will be personally liable by reason of any act or omission of any other trustee
under this Agreement; and (iii) the Trustees may at any time accept the
resignation of or remove any separate trustee or co-trustee.
10.3.3. Notices; Instruments of Appointment. Any notice, request or
other writing given to the Trustees will be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to each
of them. Every instrument appointing any separate trustee or co-trustee must
refer to this Agreement and the conditions of this Section 10. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, will be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustees or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustees. Each such instrument must be filed
with the Trustees.
10.3.4. Agent. Any separate trustee or co-trustee may at any time
appoint the Trustees or any one or more of them as its agent or attorney-in-fact
with full power and authority, to the extent not prohibited by Applicable Law,
to do any lawful act under or in respect of this Agreement on its behalf and in
its name. If any separate trustee or co-trustee dies, becomes incapable of
acting, resigns or is removed, all of its estates, properties, rights, remedies
and trusts vest in and may be exercised by the Trustees, to the extent permitted
by Applicable Law, without the appointment of a new or successor trustee.
11. Miscellaneous.
11.1. Amendments and Supplements.
11.1.1. Amendments Without Consent of Certificateholders. This
Agreement may be amended by Grantor and any of the Trustees, without the consent
of any of the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that such action does not, as evidenced
by an opinion of counsel, adversely affect in any material respect the interests
of any Certificateholder.
11.1.2. Amendments With Consent of Certificateholders. This Agreement
may also be amended from time to time by Grantor and the Trustees, with the
consent of the Holders of Certificates evidencing not less than a Majority, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Certificateholders; provided, however, that no such amendment may: (i)
increase or reduce in any manner the amount of, or accelerate or delay the
<PAGE>
timing of, distributions that are required to be made for the benefit of the
Certificateholders; or (ii) reduce the aforesaid percentage of the Certificate
Balance required to consent to any such amendment, in each case without the
consent of the Holders of all the outstanding Trust Certificates.
11.1.3. Notice. Promptly after the execution of any such amendment or
consent, the Trustees must furnish written notification of the substance of such
amendment or consent to each Certificateholder.
11.1.4. Form of Amendment. It is not necessary for the consent of
Certificateholders pursuant to this Section to approve the particular form of
any proposed amendment or consent, but it is sufficient if such consent approves
the substance thereof. The manner of obtaining such consents (and any other
consents of Certificateholders provided for this Agreement) and of evidencing
the authorization of the execution thereof by Certificateholders is subject to
such reasonable requirements as the Trustees may prescribe.
11.1.5. Amendment to Certificate of Trust. Promptly after the execution
of any amendment to the Certificate of Trust, the Trustees will cause the filing
of such amendment with the Secretary of State.
11.1.6. Opinions of Counsel. Prior to the execution of any amendment to
this Agreement or the Certificate of Trust, the Trustees are entitled to receive
and rely upon an opinion of counsel stating that the execution of such amendment
is authorized or permitted by this Agreement. The Trustees may, but are not
obligated to, enter into any such amendment which affects the Trustees' own
rights, duties or immunities under this Agreement or otherwise.
11.2. Captions. Captions contained in this Agreement and in the table of
contents have been inserted herein only as a matter of convenience and in no way
define, limit, extend or describe the scope of this Agreement or the intent of
any provision hereof.
11.3. Counterpart Facsimile Execution. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party hereto, any facsimile or telecopy document is to be re-executed in
original form by the parties who executed the facsimile or telecopy document. No
party hereto may raise the use of a facsimile machine or telecopier or the fact
that any signature was transmitted through the use of a facsimile or telecopier
machine as a defense to the enforcement of this Agreement or any amendment or
other document executed in compliance with this Section.
11.4. Counterparts. This Agreement may be executed by the parties hereto on any
number of separate counterparts, and all such counterparts so executed
constitute one agreement binding on all the parties hereto notwithstanding that
all the parties are not signatories to the same counterpart.
<PAGE>
11.5. Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements, letters of intent, understandings, negotiations and
discussions of the parties hereto, whether oral or written.
11.6. Exhibits. All of the Exhibits attached to this Agreement are deemed
incorporated herein by reference.
11.7. Failure or Delay. No failure on the part of any party hereto to exercise,
and no delay in exercising, any right, power or privilege hereunder operates as
a waiver thereof; nor does any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege. No notice to or demand on any
party in any case entitles such party to any other or further notice or demand
in similar or other circumstances.
11.8. Further Assurances. The parties hereto will execute and deliver such
further instruments and do such further acts and
things as may be required to carry out the intent and purpose of this Agreement.
11.9. Governing Law. This Agreement and the rights and obligations of the
parties hereunder are to be governed by and construed and interpreted in
accordance with the laws of the State of Connecticut applicable to contracts
made and to be performed wholly within Connecticut, without regard to choice or
conflict of laws rules.
11.10. No Legal Title to Trust Estate in Holders. The Holders do not have legal
title to any part of the Trust Estate. The Holders are entitled to receive
distributions with respect to their undivided ownership interest therein only in
accordance with Section 5. No transfer, by operation of law or otherwise, of any
right, title or interest of the Holders to and in their ownership interest in
the Trust Estate operates to terminate this Agreement or the trusts hereunder or
entitles any transferee to an accounting or to the transfer to it of legal title
to any part of the Trust Estate.
11.11 No Petition. The Trustees (not in their individual capacity but solely as
Trustees), by entering into this Agreement, and each Certificateholder, by
accepting a Trust Certificate, hereby covenant and agree that they will not at
any time institute against the Trust, or join in any institution against the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceeding under any United States of America federal or
state bankruptcy or similar law in connection with any obligations relating to
the Trust Certificates or this Agreement.
<PAGE>
11.12 No Recourse. Each Certificateholder by accepting a Trust Certificate
acknowledges that such Holder's Trust Certificates represent beneficial
interests in the Trust only and do not represent interests in or obligations of
Grantor, the Trustees or any Affiliate thereof and no recourse may be had
against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement or the Trust Certificates.
11.13 Notices. All notices, consents, requests, demands and other communications
hereunder are to be in writing, and are deemed to have been duly given or made:
(i) when delivered in person; (ii) three days after deposited in the United
States mail, first class postage prepaid; (iii) in the case of telegraph or
overnight courier services, one Business Day after delivery to the telegraph
company or overnight courier service with payment provided for; or (iv) in the
case of telex or telecopy or fax, when sent, verification received, in each case
addressed to the parties hereto as set forth beneath their signature below, or
to such other address as any party may designate by notice to the other parties
in accordance with the terms of this Section, and to the Certificateholders as
set forth in the Certificate Register.
If to Grantor or Trustees:
First Bank
11901 Olive Blvd.
St. Louis, Missouri 63141
Attention: Lisa K. Vansickle
Telephone Number: (314) 995-8700
Telecopier Number: (314) 995-8769
If to Agent of Service:
CT Corporation System
One Commercial Plaza
Hartford, Connecticut 06103
Telephone Number: (860) 724-9044
Telecopier Number: (860) 724-2001
11.14 Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction is, as to such jurisdiction,
ineffective to the extent of any such prohibition, unenforceability or
nonauthorization without invalidating the remaining provisions hereof, or
affecting the validity, enforceability or legality of such provision in any
other jurisdiction, unless the ineffectiveness of such provision would result in
such a material change as to cause completion of the transactions contemplated
hereby to be unreasonable.
11.15 Successors and Assigns. All provisions of this Agreement are binding upon,
inure to the benefit of, and are enforceable by or against, the parties hereto
and their respective heirs, executors, administrators or other legal
representatives and permitted successors and assigns. Any request, notice,
direction, consent, waiver or other instrument or action by a Holder binds the
successors and assigns of such Holder.
<PAGE>
11.16 Third-Party Beneficiaries. This Agreement is solely for the benefit of the
parties hereto, the Certificateholders and their respective successors and
permitted assigns, and no other Person has any right, benefit, priority or
interest under, or because of the existence of, this Agreement except as
specifically set forth herein.
[Signature page to follow.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
FIRST BANK, not in its individual capacity but solely as Grantor
By: /s/Lisa K. Vansickle
--------------------
Lisa K. Vansickle, Vice President
Notice Address:
11901 Olive Blvd.
St. Louis, Missouri 63141
/s/Annette R. Carson
--------------------
Annette R. Carson, Trustee
Notice Address:
c/o First Bank
11901 Olive Blvd.
St. Louis, Missouri 63141
/s/Lisa K. Vansickle
--------------------
Lisa K. Vansickle, Trustee
Notice Address:
c/o First Bank
11901 Olive Blvd.
St. Louis, Missouri 63141
/s/Frank H. Sanfilippo
----------------------
Frank H. Sanfilippo, Trustee
Notice Address:
c/o First Bank
11901 Olive Blvd.
St. Louis, Missouri 63141
<PAGE>
EXHIBIT A(9)
AGREEMENT
This AGREEMENT dated January 21, 2000 (the "Agreement"), is by and
between STAR LANE HOLDINGS TRUST STATUTORY TRUST, a Connecticut statutory trust
("Star Lane Holdings"), and STAR LANE TRUST, a New York trust (the "Trust").
RECITALS
WHEREAS, Star Lane Holdings is the owner of such of the loans,
participations, municipal securities and other securities, cash and cash
equivalents (the "Securities") listed in Exhibit A attached hereto and
incorporated herein by reference.
WHEREAS, Star Lane Holdings desires to contribute the Securities to the
Trust in exchange for units of the Trust representing 100% of the undivided
fractional interests in the Trust (the "Units");
NOW, THEREFORE, in consideration of the premises herein, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
Section 1. Capitalized terms used in this Agreement and not otherwise
defined have the same meanings assigned to such terms in the Trust Indenture and
Agreement, dated January 21, 2000, by and among Star Lane Holdings, as
Depositor, First Bank, a Missouri state bank, as Trustee, and First Bank, in its
individual capacity.
Section 2. Star Lane Holdings hereby conveys to the Trust fee title to
the Securities, free and clear of all liens, encumbrances and any other
interests.
Section 3. The Trust hereby conveys to Star Lane Holdings fee title to
the Units, free and clear of all liens, encumbrances and any other interests.
Section 4. Star Lane Holdings represents that it is acquiring the Units
for investment purposes.
Section 5. This agreement shall be governed by, and be construed and
interpreted in accordance with, the laws of the state of New York.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.
STAR LANE HOLDINGS TRUST STAR LANE TRUST
STATUTORY TRUST By: FIRST BANK, as Trustee
By:/s/Annette R. Carson By /s/ Lisa K. Vansickle
----------------------------- -----------------------
Annette R. Carson, Trustee Lisa K. Vansickle, Vice President
<PAGE>
Exhibit A
List of Securities
------------------
