EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 154
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated September 7, 2000 among
Glickenhaus & Co. and Lebenthal & Co., Inc., as Depositors, The Bank of New
York, as Trustee and Interactive Data Corporation, as Evaluator, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Empire State Municipal Exempt Trust, Guaranteed Series 66
(and Subsequent Series), Trust Indenture and Agreement" dated December 18, 1990
as amended in part by this Reference Trust Agreement (herein as amended or
supplemented called the "Indenture"). This Reference Trust Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositors, the Trustee, and the Evaluator agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Indenture are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument except that for all purposes of this Empire State Municipal Exempt
Trust, Guaranteed Series 154, and all subsequent Series, the following sections
of the Indenture are amended as follows:
(a) Section 1.1(8) is hereby amended in its entirety to read as
follows:
"(8) "Evaluation Time" shall mean 12:00 p.m. New York Time on the
Business Day prior to the Date of Deposit and 2:00 p.m. New York
Time thereafter."
(b) Section 1.1(9) is hereby amended by deleting the words "Standard
and Poor's Corporation" therein and substituting the words "Interactive Data
Corporation" in place thereof.
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(c) Section 3.1 is hereby amended by revising it in its entirety to
read as follows:
"Section 3.1. Initial Cost. Subject to reimbursement by Unitholders
to the Depositors of the estimated per-Unit amount set forth in the
Prospectus, the cost of organizing the Trust and sale of the Trust
Units shall be borne by the Depositors, provided, however, that the
liability on the part of the Depositors under this section shall
not include any fees or other expenses incurred in connection with
the administration of the Trust subsequent to the deposit referred
to in Section 2.1. As used herein, the Depositors' reimbursable
expenses of organizing the Trust and sale of the Trust Units shall
include the cost of the initial preparation and typesetting of the
registration statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents relating to the
Trust, SEC and state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the Trust, the
initial fees and expenses of the Trustee, and legal and other
out-of-pocket expenses related thereto but not including the
expenses incurred in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and printing of
brochures and other advertising materials and any other selling
expenses."
(d) Section 3.1.1 is hereby added, to read as follows:
Section 3.1.1 Update Costs. To the extent permitted by an opinion
of independent counsel or in reliance to No-Action letters
isssued by the staff of the Securities and Exchange Commission,
the Turst shall bear the expenses associated with updateing the
Trusts' regulation statements and maintaining registeration or
qualifications of the Units and/or a Trust under Federal or state
securiteis laws subsequent to initial registration. Such expenses
shall include legal fees, accounting fees, typesetting fees,
electronic filing expenses and regulatory filing fees. However,
all direct distribution expenses of the Trusts (incuding the
costs of maintaining the secondary market for the Trusts), such
as printing and distributing prospectuses, and preparing,
printing and distributing any advertisements or sales literature
will be paid at no cost to the Trusts. Any payments received by
the Depositor reimbursing it for payments made to update Trusts'
registration statements will not exceed the costs incurred by the
Depositors. The Trusts shall further incur expenses associated
with all taxes and other governmental charges imposed upon the
Bonds or any part of a Trust (no such taxes or charges are bieng
levied or made or, to the knowledge of the Depositor,
contemplated). The above expenses, including the Trustee's fees,
when paid by or owing to the Trustee, are secured by a lien on
the Trust. In addition, the Trustee is empowered to sell Bonds in
order to make funds available to pay all expenses."
(e) Section 3.15 is hereby amended by revising it in its entirety to
read as follows:
"Section 3.15 Grantor Trust Status: The Trust is intended to be
treated as a fixed investment (i.e., grantor) trust for income
tax purposes, and its powers shall be limited in accordance with
the restrictions imposed on such trusts by Treasury Regulations
Section 301.7701-4(c) or similar or successor provisions of
Treasury Regulations under the Internal Revenue Code of 1986, as
amended ("Treas. Reg. $ 301.7701-4(c))". Nothing in this
Indenture, or otherwise, shall be construed to give the Trustee
the power to vary the investment of the Unitholders within the
meaning of Treas. Reg. $ 301.7701-4(c), nor shall the Depositors
give the Trustee any direction that would vary the investment of
the Unitholders."
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Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The interest-bearing obligations listed in the Prospectus related
to Empire State Municipal Exempt Trust, Guaranteed Series 154 have been
deposited in trust under this Indenture (See "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture is the Schedule of Securities or
Schedule A).
(b) For the purposes of the definition of the Unit in item (28) of
Section 1.1, the fractional undivided interest in and ownership of the Trust is
5,000.
(c) The fiscal year for the Trust shall end on May 31 of each year.
(d) All Certificateholders of record on October 15, 2000 (the "First
Monthly Record Date") who have selected the monthly distribution plan, will
receive a distribution to be made on or shortly after November 1, 2000 (the
"First Distribution Date"), and thereafter distributions will be made monthly.
The first semi-annual distribution will be made on or shortly after December 1,
2000 to all Certificateholders of record on November 15, 2000 who have selected
the semi-annual distribution plan, and thereafter distributions will be made
semi-annually.
(e) The First Settlement Date shall mean September 12, 2000.
(f) The number of Units referred to in Section 2.3 is 5,000.
(g) For the purposes of Section 4.3, the Evaluator shall receive for
each evaluation of the Bonds in the Trust $.55 per Bond for each valuation.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
$1.09 per $1,000 principal amount of Bonds for that portion of the Trust under
the monthly distribution plan and $.69 per $1,000 principal amount of Bonds for
that portion of the Trust under the semi-annual distribution plan.
(i) For purposes of Section 8.6, the Depositors' maximum annual fee is
hereby specified to be $.25 per $1,000 principal amount of Bonds in the Trust.
(j) For purposes of Section 9.2, the Mandatory Termination Date for the
Trust is February 1, 2039.
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(k) For purposes of this Series of Empire State Municipal Exempt Trust,
the form of Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series as set forth above.
(l) For purposes of this Series of Empire State Municipal Exempt Trust,
the execution date of this Indenture shall be the date first written above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference Trust
Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
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GLICKENHAUS & CO.
By /s/ Michael Lynch
----------------------------
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Michael R. Rosella, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Michael Lynch, personally known to me to
be the same whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that he signed and delivered the
said instrument as his free and voluntary act as Attorney-in-Fact for each of
the General Partners, and as the free and voluntary act of said GLICKENHAUS &
CO., for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 6th day of September, 2000.
/s/ Michael R. Rosella
---------------------------
Notary Public
[SEAL]
MICHAEL R. ROSELLA
Notary Public, State of New York
No. 31-5016879
Qualified in Bronx County
Commission Expires September 26, 2001
313665.1
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Lebenthal & Co., Inc.
By: /s/ James E. McGrath
---------------------------
Authorized Officer
ATTEST:
By: /s/ D. Warren Kaufman
----------------------------
Secretary
[CORPORATE SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Michael R. Rosella, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that James E. McGrath and D. Warren
Kaufman personally known to me to be the same persons whose names are subscribed
to the foregoing instrument and personally known to me to be the Authorized
Officer and Secretary, respectively, of LEBENTHAL & CO., INC., appeared before
me this day in person, and acknowledged that they signed, sealed with the
corporate seal of LEBENTHAL & CO., INC., and delivered the said instrument as
their free and voluntary act as such Authorized Officer and Secretary,
respectively, and as the free and voluntary act of said LEBENTHAL & CO., INC.,
for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 6th day of September, 2000.
/s/ Michael R. Rosella
--------------------------
Notary Public
[SEAL]
MICHAEL R. ROSELLA
Notary Public, State of New York
No. 31-5016879
Qualified in Bronx County
Commission Expires September 26, 2001
313665.1
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THE BANK OF NEW YORK, Trustee
By: /s/ Steven Farlese
--------------------------
Vice President
ATTEST:
By: /s/ Brian Aarons
--------------------------
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Rudolf E. Reitman, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Steven Farlese and Brian Aarons,
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument and personally known to me to be a Vice President and Vice
President, respectively, of The Bank of New York, appeared before me this day in
person, and acknowledge that they signed, sealed with the corporate seal of The
Bank of New York and delivered the said instrument as their free and voluntary
act as such Vice President and Vice President, respectively, and as the free and
voluntary act of said The Bank of New York for the uses and purposes therein set
forth.
GIVEN, under my hand and notarial seal this 1st day of September, 2000.
/s/ Rudolf E. Reitman
--------------------------
Notary Public
[SEAL]
My commission expires: October 6, 2001
313665.1
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INTERACTIVE DATA CORPORATION, Evaluator
By: /s/ Art Brasch
-----------------------------
Vice President
[Seal]
ATTEST:
By: /s/ Alfred Turello
----------------------------
