SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 30, 1996
Date of Report (Date of earliest event reported)
Ray Ellison Mortgage Acceptance Corp.
(exact name of registrant as specified in its charter)
Texas 33-76642 74-2337351
State or other jurisdiction Commission I.R.S. Employer
of incorporation File No. ID Number
P.O. Box 5250, 4800 Fredericksburg Road, San Antonio, Texas 78201
(Address of principal executive office)
Registrant's telephone number, including area code:
(210) 308-1403
N/A
Former Name or former address, if changed since last report
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Item 2(a)
Purchase of GNMA certificates on May 30, 1996, in the amount of $14,925,847.28
from REMIC Mortgage, Inc. Funds were generated through the issuance of Ray
Ellison Mortgage Acceptance Corp. 7.0% GNMA-Collateralized Bonds Series 1996B,
due May 31, 2027, as follows:
<TABLE>
<CAPTION>
Source of Funds:
<S> <C>
Bonds Issued $ 15,500,000.00
Underwriting Expenses and Commission (542,500.00)
Advance (to) from Affiliated (31,652.72)
----------------
$14,925,847.28
================
Application of Funds:
Purchase of GNMA Certificates $ 14,925,847.28
================
</TABLE>
See also the enclosed Ray Ellison Mortgage Acceptance Corp., Issuer, and The
Bank of New York, Trustee, Series 1996B Supplement dated May 30, 1996, to the
Indenture dated as of August 1, 1992.
Page 2 of 3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
/s/ LOCKSLEY SIMMONS
Vice President and Treasurer
Date: June 10, 1996
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Exhibit Index
EX-4.1 Series 1996B Supplement dated as of May 30, 1996 to Indenture dated as
of August 1, 1992 between Ray Ellison Mortgage Acceptance Corp.,
Issuer, and The Bank of New York, Trustee.
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RAY ELLISON MORTGAGE ACCEPTANCE CORP.
Issuer,
and
THE BANK OF NEW YORK
Trustee,
---------------------------
SERIES 1996B SUPPLEMENT
Dated as of May 30, 1996
to
INDENTURE
Dated as of August 1, 1992,
and amended through the date hereof
---------------------------
7.00% GNMA-COLLATERALIZED BONDS
SERIES 1996B, DUE MAY 31, 2027
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<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
PRELIMINARY STATEMENT.............................................................................................1
GRANTING CLAUSES..................................................................................................1
Section 1. Certain Defined Terms..................................................................2
Section 2. Designation............................................................................2
Section 3. Payment Date...........................................................................3
Section 4. Accounting Date........................................................................3
Section 5. Regular Record Date....................................................................3
Section 6. Form of Bond...........................................................................3
Section 7. Aggregate Principal Amount.............................................................3
Section 8. Bond Interest Rate.....................................................................3
Section 9. Stated Maturity........................................................................3
Section 10. Reserve Fund...........................................................................3
Section 11. Requisite Amount of Reserve Fund.......................................................3
Section 12. Redemption Date........................................................................4
Section 13. Mandatory Redemptions..................................................................4
Section 14. Redemption at the Option of the Issuer; Issuer Redemption Date.........................4
Section 15. Notice of Redemption by Trustee Following
Book Entry Termination........................................................4
Section 16. First Interest Accrual Date; First Interest Period.....................................4
Section 17. Deposit of First Due Date Receipts in Collection Account;
Capitalized First Payment Date Deposit........................................5
Section 18. Denominations of Bonds.................................................................5
Section 19. Maintenance of the Trust Estate by the Trustee.........................................5
Section 20. Payment of Principal and Interest; Book Entry Procedures...............................5
Section 21. Transfer of Bonds......................................................................8
Section 22. Substitutions..........................................................................8
Section 23. Accounting by the Issuer and Reports by Independent Accountants........................9
Section 24. Expense Fund Amount....................................................................9
Section 25. Modification and Ratification of Indenture.............................................9
Section 26. Counterparts...........................................................................9
Section 27. GOVERNING LAW..........................................................................9
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SERIES 1996B SUPPLEMENT dated as of May 30, 1996, between RAY ELLISON
MORTGAGE ACCEPTANCE CORP., a Texas corporation (together with its successor as
provided in the Indenture referred to in this sentence, the "Issuer"), and The
Bank of New York, as trustee (together with its successor as provided in the
Indenture referred to in this sentence, the "Trustee") under an Indenture dated
as of August 1, 1992, as amended through the date hereof, and as amended hereby
(the "Indenture").
PRELIMINARY STATEMENT
Section 2.03 of the Indenture provides, among other things, that the
Issuer and the Trustee may at any time and from time to time enter into an
indenture supplemental to the Indenture for the purpose of authorizing a Series
of Bonds and to specify certain terms of each Series of Bonds. The Board of
Directors, or a duly appointed committee thereof, of the Issuer has duly
authorized the creation of a Series of Bonds with an aggregate principal amount
of $15,500,000 to be known as the 7.00% GNMA-Collateralized Bonds, Series 1996B,
due May 31, 2027 (the "Bonds"), and the Issuer and the Trustee are executing and
delivering this Series 1996B Supplement in order to provide for the Bonds.
GRANTING CLAUSES
The Issuer hereby Grants to the Trustee, in trust and as collateral
security as provided in the Indenture, for the exclusive benefit of the Holders
of the Bonds, all of the Issuer's right, title and interest in and to any and
all benefits accruing to the Issuer from (a) the GNMA Certificates listed in
Schedule A to this Series 1996B Supplement which the Issuer is causing to be
delivered to the Trustee herewith and all amounts payable at any time after May
30, 1996 to the holders of such GNMA Certificates, together with all other GNMA
Certificates as may, from time to time, be deposited with the Trustee to secure
the Bonds, in accordance with the Indenture or the Series 1996B Supplement, (b)
all moneys or instruments now or hereafter on deposit in, and all sums,
including, without limitation, interest, due or to become due, on the Reserve
Fund for the Bonds, and all present and future claims, demands, causes and
chooses in action, choate and inchoate, and suits arising under or in connection
with the Reserve Fund for the Bonds, (c) all moneys or instruments now or
hereafter on deposit in, and all sums, including, without limitation, interest,
due or to become due on, the Collection Account for the Bonds, and all present
and future claims, demands, causes and chooses in action, choate and inchoate,
and suits arising under or in connection with the Collection Account for the
Bonds, (d) all moneys or instruments now or hereafter on deposit in, and all
sums, including, without limitation, interest, due or to become due on, the
Redemption Fund for the Bonds, and all present and future claims, demands,
causes and chooses in action, choate and inchoate, and suits arising under or in
connection with the Redemption Fund for the Bonds, (e) all present and future
accounts, contract rights, goods, letters of credit, general cash and non-cash
proceeds, and other rights arising from or by virtue of, the disposition of, or
collections with respect to, or insurance proceeds payable with respect to, or
claims against other persons with respect to, all or any part of the foregoing,
and (f) all proceeds, of every kind and nature whatsoever, including, without
limitation, proceeds of proceeds, and the conversion, voluntary or involuntary,
of any of the foregoing into cash or other liquidated property, to secure the
Bonds equally and ratably without prejudice, priority or distinction between any
Bond and any other Bond by reason of difference in time of issuance or
otherwise, and to secure the payment of the principal of, and interest on, the
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Bonds in accordance with their terms, all of the sums payable under the
Indenture or this Series 1996B Supplement with respect to the Bonds and
compliance with the provisions of the Indenture and this Series 1996B Supplement
with respect to the Bonds, all as provided in the Indenture and this Series
1996B Supplement.
Section 1. Certain Defined Terms. All terms used in this Series 1996B
Supplement which are defined in the Indenture, either directly or by reference
therein, have the meanings assigned to them therein, except to the extent such
terms are defined otherwise in this Series 1996B Supplement or the context
clearly requires otherwise. With respect to the Bonds, the following provisions
shall govern the defined terms set forth below:
"Applicable Overcollateralization Amount": As defined in Article One
of the Indenture.
"Book Entry Bonds": Unless an event resulting in Book Entry Termination
(as described in this Section 1 and Section 2.15 of the Indenture) shall occur,
the Bonds shall be Book Entry Bonds for which ownership and transfers of
beneficial ownership interests shall be made through book entries by the
Clearing Agency as described in Section 21 hereof; provided, that after Book
Entry Termination, Definitive Bonds shall, after execution and delivery of a
supplemental indenture containing any provisions which in the opinion of the
Trustee and the Issuer are necessary for such purpose, be issued to the
Beneficial Owners of Bonds Outstanding at the time of such Book Entry
Termination, and such Bonds shall no longer be "Book Entry Bonds."
"Expense Fund Amount": As defined in Section 24 hereof.
"Clearing Agency": The registered Holder of the single Bond evidencing
the Bonds, initially issued as Book Entry Bonds. The initial Clearing Agency
with respect to the Bonds shall be The Depository Trust Company, the nominee for
which is CEDE & CO.
"Letter Agreement": The Letter of Representations to The Depository
Trust Company from the Trustee and the Issuer dated May 30, 1996, attached
hereto as Exhibit C and incorporated herein by reference.
"Maximum GNMA Collateral Value Percentage": At any date on which the
Reserve Fund is not funded and the Issuer has GNMA Certificates on deposit with
the Trustee to secure the Bonds in lieu of funding the Reserve Fund, the Maximum
GNMA Collateral Value Percentage shall be 0.9942%.
"Rating Agency": Standard & Poor's Ratings Group.
"Trust Estate": The Trust Estate securing the Bonds described in the
Granting Clauses of this Series 1996B Supplement.
Section 2. Designation. The Bonds shall be designated as the "7.00%
GNMA-Collateralized Bonds, Series 1996B."
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Section 3. Payment Date. With respect to the Bonds, the last day of
each month commencing with July 31, 1996 (or if the last day of any month is not
a Business Day, the Business Day immediately following) shall be a "Payment
Date" for all purposes of the Indenture and this Series 1996B Supplement, and
the Accrual Period for each Payment Date shall be the calendar month preceding
the month in which such Payment Date occurs (except that the initial Accrual
Period shall be the period from the date of this Series 1996B Supplement through
the last day of the calendar month preceding the month in which the initial
Payment Date occurs).
Section 4. Accounting Date. The twelfth Business Day of each calendar month,
commencing in June 1995, shall be an "Accounting Date" for all purposes of the
Indenture.
Section 5. Regular Record Date. The last Business Day of the month
preceding the month in which each Payment Date or Redemption Date, as the case
may be, occurs shall be the "Regular Record Date" for such Payment Date,
Redemption Date or Optional Redemption Date for all purposes of the Indenture.
Section 6. Form of Bond. The form of each Bond shall be the form of bond
set forth in Exhibit A attached hereto.
Section 7. Aggregate Principal Amount. The aggregate principal amount
of the Bonds that may be authenticated and delivered under this Series 1996B
Supplement is limited to $15,500,000, which shall be evidenced by a single
certificate registered in the name of "CEDE & CO.", the nominee for the Clearing
Agency. In the event of a Book Entry Termination, Definitive Bonds shall be
authenticated and delivered in the aggregate principal amount of the Bonds then
outstanding, and thereafter, Bonds will be authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Bonds
pursuant to Section 2.06, 2.07, 2.08, 8.06, 9.02 or 9.11 of the Indenture or
upon Book Entry Termination as provided in Section 2.15 of the Indenture.
Section 8. Bond Interest Rate. The Bonds shall bear interest at the rate
of 7.00% per annum (the "Bond Rate").
Section 9. Stated Maturity. The Stated Maturity of the Bonds shall be
May 31, 2027.
Section 10. Reserve Fund. Notwithstanding Section 2.12(7) of the
Indenture, the Reserve Fund for the Bonds shall initially be $0. The Issuer may,
at any time, elect to fund the Reserve Fund by depositing with the Trustee
either: (a) cash, (b) a Qualified Letter of Credit, which Qualified Letter of
Credit must satisfy the requirements of item (7)(B) of Section 2.12 of the
Indenture (a form of Qualified Letter of Credit is attached hereto as Exhibit
B), (c) a Qualified Surety Bond, or (d) a combination of cash and (i) a
Qualified Letter of Credit or (ii) a Qualified Surety Bond, in any case such
Qualified Letter of Credit, Qualified Surety Bond, cash or combination thereof
shall be in an aggregate amount at least equal to the Requisite Amount of the
Reserve Fund at such time.
Section 11. Requisite Amount of Reserve Fund. With respect to the
Bonds, at any time when the Reserve Fund is funded as described in Section 10,
the "Requisite Amount of Reserve Fund" shall be 0.5834% of the aggregate
principal amount of the Bonds then Outstanding.
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Section 12. Redemption Date. With respect to the Bonds, the last day of
each month commencing with June 30, 1996 (or if the last day of the month is not
a Business Day, the Business Day immediately following) shall be a "Redemption
Date" for purposes of Sections 9.01 and 9.04 of the Indenture.
Section 13. Mandatory Redemptions. On or before the twelfth Business
Day of each month, commencing in June 1996, the Trustee will notify the Clearing
Agency to determine the amount of Bonds for which requests for redemption by
Bondholders have been accepted to determine the principal amount of Bonds, if
any, which will be subject to Mandatory Redemption on such Redemption Date. If
the Trustee determines that a Mandatory Redemption is necessary, a Mandatory
Redemption will be conducted as provided in accordance with the Clearing Agency
procedures outlined in the Letter Agreement attached hereto as Exhibit C. In the
event of Book Entry Termination, the Trustee will select by random lot Bonds to
be redeemed by mandatory redemption.
Section 14.Redemption at the Option of the Issuer; Issuer Redemption Date.
(a) The Issuer at its option may, on any Redemption Date (i) prior to
the fourth anniversary of their issuance, if the aggregate principal amount of
the Bonds then outstanding declines to 20% or less of their original aggregate
principal amount, and (ii) at any time on or after the fourth anniversary of
their issuance (any such Redemption Date being so designated in accordance with
Section 9.05 of the Indenture to be an "Optional Redemption Date" for the
purposes of such Section), redeem all or a portion of the Bonds then
outstanding, as provided in Article IX of the Indenture and this Section.
(b) In the event of an optional redemption pursuant to this Section 14
and Section 9.05 of the Indenture, the Issuer shall notify the Trustee, in
accordance with the requirements of Section 9.08 of the Indenture, at least
twenty (20) days prior to the Optional Redemption Date on which the optional
redemption will be conducted. Following such notice from the Issuer, the Trustee
will notify the Clearing Agency (by certified mail) at least fifteen (15) days
prior to such Issuer Redemption Date.
Section 15. Notice of Redemption by Trustee Following Book Entry
Termination. In the event that a Book Entry Termination occurs hereunder, notice
of redemption at the option of the Issuer pursuant to Section 9.05 of the
Indenture, respectively, shall be given by first-class mail, postage prepaid,
and mailed not less than ten (10) days prior to the respective Optional
Redemption Date, as the case may be, to each Holder, as of the applicable
Regular Record Date, of the Bonds to be so redeemed, at the address of each such
Holder appearing in the Bond Register.
Section 16. First Interest Accrual Date; First Interest Period. It is
expressly understood that the Pre-Issue Due Date for each of the GNMA
Certificates granted hereunder shall be the day occurring in May 1996 which
would be a due date for such GNMA Certificate if such GNMA Certificate were
issued and granted at a sufficiently early date. The First Interest Accrual Date
for the Bonds shall be June 30, 1996. The number of days for which interest
shall be payable, from such First Interest Accrual Date to the end of the period
for which interest is payable on the First Payment Date, shall be thirty-one
(31) days, and the interest then due on the Bonds will be $93,430.56.
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Section 17. Deposit of First Due Date Receipts in Collection Account;
Capitalized First Payment Date Deposit. It is expressly understood and provided
that the Combined P&I to be due to be received on June 15, 1996 with respect to
GNMA I Certificates, or June 20, 1996 with respect to GNMA II Certificates,
Granted hereunder (the record date for determining the payee of which is in
May), shall, upon receipt, be deposited in the Collection Account for the Bonds
and transferred therefrom on June 30, 1996, first in accordance with clauses
(iv) and (v) of Section 7.06(d) of the Indenture and then in accordance with
Section 7.06(e) of the Indenture; provided, however, that such transfer may be
made at any earlier time in one or more installments upon receipt of an Issuer
Request therefor, each such installment to take into account the previous
installments, if any, in determining how much is to be transferred to each
specific location; and provided further that there shall in any event remain in
the Collection Account for the Bonds an amount equal to $2,400.00 in lieu of the
Issuer's making any deposit in the Collection Account for the Bonds as the
Capitalized First Payment Date Deposit required under Section 2.12(10) of the
Indenture.
Section 18. Denominations of Bonds. The Bonds are Book Entry Bonds
which shall be evidenced by a single Definitive Bond certificate representing
the entire aggregate principal amount of the Bonds as set forth in Section 7
hereof, beneficial ownership of which may be held in denominations of $1,000 and
integral multiples thereof. The Bonds shall initially be registered on the Bond
Register in the name of CEDE & CO., the nominee of the Clearing Agency. No
Beneficial Owner will receive a Definitive Bond representing such Beneficial
Owner's interest in the Bonds, except in the event of Book Entry Termination.
Section 19. Maintenance of the Trust Estate by the Trustee.
(a) The Trustee will maintain possession of the documents, certificates
and other instruments evidencing the assets comprising the Trust Estate within
the States of Texas and New York and will not cause such assets to lose their
separate identity or to be commingled or merged with any assets not comprising
the Trust Estate.
(b) The Trustee will maintain all cash held in the Collection Account,
Reserve Fund and/or Redemption Fund in trust accounts maintained with the
corporate trust department, rather than the commercial banking side, of the
Trustee.
Section 20. Payment of Principal and Interest; Book Entry Procedures.
(a) Interest on the current principal amount (before giving effect to
payments of principal due upon redemption on any Redemption Date which is also a
Payment Date) of each Outstanding Bond to be paid on any Payment Date shall be
the amount accrued thereon at the Bond Interest Rate for the related Accrual
Period and if such Payment Date is the Redemption Date (other than June 30,
1996) on which the Bond matures or is redeemed, an additional 30 days' interest
at the Bond Interest Rate on the entire or any portion of the principal amount
of the Bond so paid at maturity or redemption. If a Bond matures or is redeemed
on June 30, 1996, the holder of such Bond will receive 31 days' interest at the
Bond Interest Rate.
(b) Each payment of principal of and interest on the Bonds shall be
paid by the Trustee to the Clearing Agency, which shall credit the amount of
such payments to the accounts of its
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Clearing Agency Participants in accordance with its normal procedures. Each
Clearing Agency Participant shall be responsible for disbursing such payments to
the Beneficial Owners of the Book Entry Bonds that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Beneficial Owners of the Book Entry
Bonds that it represents. All such credits and disbursements are to be made by
the Clearing Agency and the Clearing Agency Participants in accordance with the
provisions of the Bonds. Except with respect to the payment of principal of and
interest on the Bonds to the Clearing Agency or except as otherwise provided by
law, neither the Trustee, the Bond Registrar nor the Issuer shall have any
responsibility for such payments described in this subsection (b).
(c) Unless the Trustee has been notified otherwise by the Clearing
Agency to the contrary with respect to its rules and practices for the Book
Entry Bonds, the Trustee shall comply with (i) the provisions of the form of the
Bonds as set forth in Exhibit A hereto, (ii) the provisions of the Letter
Agreement as set forth in Exhibit C hereto, and (iii) the following additional
procedures relating to the Book Entry Bonds:
(a) The Trustee shall maintain a list of Deceased Holders of which the
Trustee has received notice and shall require a death certificate as evidence of
the holding of Book Entry Bonds by a Deceased Holder (it being understood that
all death certificates received by the Trustee with respect to requests for
redemption shall be presumed to be legally valid and further that the Trustee
not be under any duty, express or implied, to determine independently the
occurrence of the death of a Deceased Holder but may rely conclusively upon
documentation delivered to it pursuant to this subsection).
(b) In determining the Book Entry Bonds to be redeemed at the request
of Beneficial Owners pursuant to Section 9.01 of the Indenture on any Redemption
Date, the Trustee shall follow the order of the time-stamped requests for
redemption received by the Trustee from the Clearing Agency, subject to the
priorities set forth below (it being understood that the Trustee may rely
conclusively and be fully protected in relying upon the authenticity of such
requests for redemption and that the Trustee shall not be liable for any delay
in delivery of requests for redemption by the Clearing Agency or any Clearing
Agency Participant). For a request for redemption to be honored with respect to
a Redemption Date, it must be received by the Clearing Agency on a Tender Date
but not later than the last Tender Date of the month in which the Redemption
Date occurs.
(c) Section 9.01(b) of the Indenture shall be amended and restated to
provide that principal payments allocated to the Book Entry Bonds will be
allocated on the Redemption Date by the Trustee as follows: first, to Clearing
Agency Participants on behalf of Deceased Holders in the order that such
Deceased Holders' time-stamped requests for such redemption have been received
by the Clearing Agency until each Deceased Holder requesting redemption through
a Clearing Agency Participant has received an initial priority principal
distribution of up to $100,000 with respect to the Book Entry Bonds held by such
Deceased Holder; second, to Clearing Agency Participants on behalf of other
Beneficial Owners in the order that such Beneficial Owners' requests for
redemption have been received until each Beneficial Owner requesting redemption
through a Clearing Agency Participant has received
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an initial priority principal distribution of up to $10,000 with respect to such
Beneficial Owner's Book Entry Bonds; third, to Clearing Agency Participants on
behalf of Deceased Holders owning Bonds in excess of such $100,000 limitation in
the order that such time-stamped requests for redemption have been received by
the Clearing Agency and without limitation as to the principal amount which may
be so redeemed; and fourth, to Clearing Agency Participants on behalf of other
Beneficial Owners owning Bonds in excess of $10,000 limitation in the order that
such time-stamped requests for redemption have been received by the Clearing
Agency and without limitation as to the principal amount which may be so
redeemed.
(d) If any Bond, for which redemption was requested, is not redeemed on
the Redemption Date for which such request was initially submitted, a request
for redemption will remain in effect on each subsequent Redemption Date until
the subject Bonds have been redeemed or until written notice is submitted
withdrawing such request for redemption. In order to be effective for any
particular Redemption Date, a withdrawal notice must be received by the Trustee
on a Tender Date but not later than the last Tender Date of the month in which
the Redemption Date occurs.
(e) With respect to a Mandatory Redemption pursuant to Section 9.04 of
the Indenture and Section 13 hereof, on any Redemption Date, the Trustee shall
notify the Clearing Agency of the amount of such excess prior to the 10th
Business Day preceding the Redemption Date to the extent possible but in no
event later than the 18th calendar day of the month in which such Redemption
Date occurs. The Clearing Agency shall select Book Entry Bonds to be redeemed by
Mandatory Redemption by random lot in accordance with its rules, among the
Clearing Agency Participants, based upon the assumption that each Clearing
Agency Participant holds individual $1,000 Bonds aggregating the full principal
amount of that Clearing Agency Participant's holdings.
(f) Notwithstanding the second to the last sentence of Section 9.01(c)
of the Indenture, as soon as possible, the Trustee shall notify the Clearing
Agency and those Clearing Agency Participants whose requests for redemption are
to be honored in accordance with the priorities set forth in paragraph (c) of
this subsection. The notice shall include (A) the names of the Clearing Agency
Participants, indirect participating firms and Beneficial Owners (including
account numbers thereof if provided upon submission of the original redemption
requests to the Trustee) whose Book Entry Bonds are to be redeemed, (B) the
amount of each such Person's Book Entry Bonds to be redeemed and (C) the
aggregate amount of principal required to be paid on the Bonds on the related
Redemption Date. The notice must be received by the Clearing Agency seven (7)
Business Days prior to the related Redemption Date (or two (2) Business Days
prior to the related Redemption Date if electronic).
(g) The Bonds shall at all times, prior to Book Entry Termination,
remain registered in the name of the Clearing Agency or its nominee and at all
times: (A) registration of the Bonds may not be transferred by the Trustee or
the Bond Registrar except to another Clearing Agency; (B) the Clearing Agency
shall maintain book entry records with respect to the Clearing Agency
Participants' ownership and transfers of such
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Book Entry Bonds; (C) ownership and transfers of registration of the Book Entry
Bonds on the books of the Clearing Agency shall be governed by applicable rules
established by the Clearing Agency; (D) the Clearing Agency may collect its
usual and customary fees, charges and expenses from its Clearing Agency
Participants; and (E) the Trustee may rely and shall be fully protected in
relying upon information furnished by the Clearing Agency with respect to its
Clearing Agency Participants and furnished by the Clearing Agency Participants
with respect to indirect participating firms and their direct or indirect
Beneficial Owners.
(h) Whenever the vote or consent of the Holders of the Bonds is
solicited or may be given pursuant to the Indenture, the Clearing Agency shall
vote the percentage of the aggregate principal amount of the Bonds then
Outstanding and held by the Clearing Agency that evidences the Book Entry Bonds
of each Beneficial Owner in accordance with the written instructions received by
the Clearing Agency from the Clearing Agency Participant through which each
Beneficial Owner owns his Book Entry Bonds. The Trustee or Issuer shall
establish a record date for the purposes of such vote or consent and to the
extent possible shall provide the Clearing Agency not less than 15 days notice
of such record date prior to the date thereof.
(i) To the extent that the Letter of Representations provides that the
Issuer or the "Agent" shall provide certain information to or comply with
certain procedures required by the Clearing Agency under said Letter, the
Trustee (as "Agent") shall provide such information or perform such functions
unless the Issuer and Trustee shall agree otherwise.
The inclusion of the above procedures relating to the Book Entry Bonds in this
Series 1996B Supplement shall in no way be construed as imposing upon the
Trustee, the Bond Registrar or the Issuer any liability or responsibility for
compliance with such procedures by the Clearing Agency, any Clearing Agency
Participant or any brokerage firm.
Section 21. Transfer of Bonds. All transfers by Beneficial Owners of
Book Entry Bonds shall be made in accordance with the procedures established by
the Clearing Agency Participant or brokerage firm representing such Beneficial
Owner. Each Clearing Agency Participant shall only transfer Book Entry Bonds of
Beneficial Owners it represents or brokerage firms for which it acts as agent in
accordance with the Clearing Agency's normal procedures.
Section 22. Substitutions. In addition to the provisions of the Indenture,
with particular reference to Sections 2.13 and 7.12, substitutions, withdrawals
and deposits of GNMA Certificates are subject to the following conditions:
(a) All GNMA Certificates initially securing the Bonds must bear
interest at rates ranging from 6.5% to 9.0% per annum.
(b) All GNMA Certificates must have maturity dates no earlier than
January 1, 2016 and no later than May 1, 2032. Any payments of principal and
interest due to be received on any GNMA Certificates after May 31, 2027 the
Stated Maturity date of the Bonds, will not be included in the calculation of
GNMA Collateral Value.
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(c) The GNMA Collateral Value of the total pool of GNMA Certificates
securing the Bonds may not, at any time, exceed 106% of the GNMA Collateral
Value then required to be maintained to secure the Bonds pursuant to the
provisions of the Indenture and this Series 1996B Supplement.
Section 23. Accounting by the Issuer and Reports by Independent Accountants.
(a) The Issuer shall make the calculations required pursuant to Section
7.10(b) of the Indenture on or before a date each year which is within ten (10)
Business Days following March of each calendar year, commencing with March,
1997, so long as any Bonds remain outstanding.
(b) Pursuant to Section 7.12(b) of the Indenture, the Issuer, or the
Trustee on behalf of the Issuer, shall direct the firm of Independent
Accountants appointed pursuant to Section 7.11(a) of the Indenture to deliver to
the Trustee the reports required by Section 7.11(b) of the Indenture annually,
on a date which is within 45 days after March of each calendar year, commencing
with March, 1997 so long as any Bonds remain outstanding. Each such report shall
(i) recalculate and verify the GNMA Collateral Value of the GNMA Certificates
pledged to secure the Bonds as determined by the Issuer pursuant to Section
7.10(b) for the last Accounting Date in such annual period and (ii) recalculate
the Issuer's most recent determinations made pursuant to Section 7.10(b), and
indicate that such amounts are mathematically correct. In all other respects
such reports of Independent Accountants will be delivered in accordance with the
provisions of Section 7.11 of the Indenture.
Section 24. Expense Fund Amount. The "1996B Expense Fund Amount" initially shall
be $7,900.00 which amount shall be deposited with the Trustee as of May 30,
1996.
Section 25. Modification and Ratification of Indenture. The Indenture
as modified and supplemented by this Series 1996B Supplement with respect to the
Bonds (but which modification and supplement shall not apply to any other Series
of Bonds unless otherwise specified in the related Series Supplement) is in all
respects ratified and confirmed, and the Indenture as so modified and
supplemented by this Series 1996B Supplement shall be read, taken and construed
as one and the same instrument.
Section 26. Counterparts. This Series 1996B Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
Section 27. GOVERNING LAW. THIS SERIES 1996B SUPPLEMENT AND EACH
BOND ISSUED HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
DAL02:35257.1
- 9 -
<PAGE>
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Series
1996B Supplement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
By:
Jack Biegler, President
STATE OF TEXAS ss.
ss. ss.
COUNTY OF DALLAS ss.
The foregoing instrument was acknowledged before me this 30th day of May,
1996, by Jack Biegler, President of Ray Ellison Mortgage Acceptance Corp., a
Texas corporation, on behalf of said corporation.
Notary Public
DAL02:35257.1
- 10 -
<PAGE>
THE BANK OF NEW YORK, as Trustee
By: The Bank of New York Trust Company of
Florida, N.A., Agent
By:
Tamara Ellis, Assistant Vice President
STATE OF TEXAS ss.
ss. ss.
COUNTY OF DALLAS ss.
The foregoing instrument was acknowledged before me this 30th day of
May, 1996 by Tamara Ellis of The Bank of New York Trust Company of Florida,
N.A., as Agent for The Bank of New York, on behalf of said entity.
Notary Public
05/29/96 (11:12 am)
2572/16534-68470
DAL02:35257.1
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<PAGE>
EXHIBIT A
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<PAGE>
PRINCIPAL OF THIS BOND IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL OF THIS BOND AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
THIS BOND IS A GLOBAL BOND REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF
SECURITIES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS
BOND MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A "CLEARING
CORPORATION" AS DEFINED IN SECTION 8.102(c) OF THE UNIFORM COMMERCIAL CODE AS IN
EFFECT IN THE STATE OF TEXAS.
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
7.00% GNMA-COLLATERALIZED BOND, SERIES 1996B
DUE MAY 31, 2027
ACCRUAL DATE: MAY 30, 1996
$15,500,000 R-1 CUSIP NO. 754555 DS6
Ray Ellison Mortgage Acceptance Corp., a corporation duly organized and
existing under the laws of the State of Texas (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($15,500,000) on or before May 31, 2027 (the "Stated Maturity"), and to
pay interest (computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid principal amount of this Bond outstanding from time to time from
May 30, 1996 (the "Accrual Date"), or such later date to which interest has been
paid, until the principal amount of this Bond is paid in full, at the rate of
seven percent (7.00%) per annum, such interest being payable monthly on the last
day of each calendar month in each year, or the immediately succeeding Business
Day, as set forth in (a), (b) and (c) below, commencing on July 31, 1996 (the
"Payment Dates"), except that thirty-one (31) days' interest will be payable
with respect to any portion of this Bond redeemed on June 30, 1996. Principal
payments on this Bond will be made in the form of redemptions commencing on June
30, 1996, or the immediately succeeding Business Day, and on each monthly
Payment Date thereafter (each such date being a "Redemption Date"). Principal
payments will be made as described on the reverse hereof.
Interest payable on this Bond on any Payment Date will be equal to the
amount of interest that has accrued during the related monthly period (each an
"Accrual Period") beginning on the first day of the month preceding the month in
which such Payment Date occurs (or on the Accrual Date in the case of the first
Payment Date) and ending on the last day of the month preceding the month
in which such Payment Date occurs. The rate of interest on this Bond at the
rate and computed as described above, is referred to herein as the "Interest
Rate."
<PAGE>
The interest on this Bond (other than interest paid with respect to the
portion of this Bond that is redeemed on June 30, 1996 which shall be payable as
described previously), calculated as set forth in the preceding paragraph, shall
be due and payable in the following manner:
a. Interest at the Interest Rate from the Accrual Date for the thirty-one
(31) day period beginning on such date and ending June 30, 1996 shall be due
and payable on July 31, 1996;
b. Thirty (30) days' interest at the Interest Rate shall be due and payable
on the second Payment Date and each Payment Date thereafter, in each case for
the related Accrual Period; and
c. Thirty (30) days' interest at the Interest Rate shall be
payable on the Payment Date on which this Bond matures or (if earlier) is
redeemed, on the entire or any portion of principal of this Bond that then
matures or is then redeemed, from the end of the Accrual Period related to such
Payment Date to such Payment Date, in addition to interest then payable as
described in clauses (a) and (b) above, as the case may be.
The interest payable on any Payment Date, other than interest payable
on this Bond (or any portion hereof) on the Payment Date on which this Bond (or
such portion) matures or is redeemed, will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Bond
is registered on the Regular Record Date for such Payment Date, which shall be
the close of business on the last business day of the month immediately
preceding the calendar month in which such Payment Date occurs (such persons
being referred to herein as "Bondholders" or "Holders"). Any such interest not
so punctually paid or duly provided for ("Defaulted Interest") shall forthwith
cease to be payable to the Holder as of the Regular Record Date, and shall be
paid to the Holder of this Bond (i) as of the Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Bondholders not less than 10 days prior to such Special Record
Date, or (ii) at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Bond may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
The principal of and interest on this Bond are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Bond shall be applied first to interest due and payable on
the Bond as provided above and then to the unpaid principal of this Bond. Any
installment of principal or interest which is not paid when and as due shall
bear interest at the rate of interest borne by the principal of this Bond from
the date due to the date of payment thereof, but only to the extent that payment
of such interest shall be lawful and enforceable.
No reference herein to the Indenture and no provision of this Bond or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional to the extent permitted by applicable law, to pay the
principal of and interest on this Bond at the times, place and rate, and in the
coin or currency, herein prescribed.
DAL02:35224.1
<PAGE>
Reference is made to the further provisions of this Bond set forth on
the reverse hereof, which shall have the same effect as though fully set forth
at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Bond shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.
DAL02:35224.1
<PAGE>
IN WITNESS WHEREOF, Ray Ellison Mortgage Acceptance Corp. has caused
this instrument to be signed, manually or in facsimile, by its President or a
Vice President and by its Secretary or an Assistant Secretary and a facsimile of
its corporate seal to be imprinted hereon.
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
By: /s/Jack Biegler
President
ATTEST:
By: /s/Locksley Simmons
Assistant Secretary
This is one of the Bonds referred to in the within mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By: The Bank of New York Trust Company of
Florida, N.A., Agent
By:
Tamara Ellis, Assistant Vice President
Dated:________________________
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 1
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
GNMA-COLLATERALIZED BOND
This Bond is one of a duly authorized issue of Bonds of the Issuer,
designated as its GNMA-Collateralized Bonds (herein called the "Bonds"), issued
and to be issued in one or more series, and is one of the series of Bonds
designated on the face hereof (herein called the "Series"), which Series has
been authorized and issued under a Series 1996B Supplement dated as of May 30,
1996 to the Indenture dated as of August 1, 1992, as amended through May 30,
1996 (the Indenture, as amended, together with the Series 1996B Supplement
constitute one and the same instrument and are herein, collectively and as
amended or supplemented from time to time as set forth in the Indenture,
referred to as the "Indenture") each as between the Issuer and The Bank of New
York, as trustee (the "Trustee"), which term includes any successor Trustee
under the Indenture, and reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Trustee and the Holders of the
Bonds, and the terms upon which the Bonds are, and are to be, authenticated and
delivered. All terms used in this Bond which are defined in the Indenture shall
have the meanings assigned to them in the Indenture (except that the term
"Bonds" shall refer to the Bonds of this Series unless otherwise indicated
herein).
As provided in the Indenture, the Bonds of this Series are equally and
ratably secured by the collateral pledged as security therefor to the extent
provided by the Indenture, and the Holders of such Series of Bonds have no
rights with respect to any of the collateral pledged as security for any other
series.
Except in the event of Book Entry Termination, beneficial ownership
interests in this Series of Bonds (which are issuable in registered form only to
the Clearing Agency in a denomination representing the entire aggregate
principal amount of the Bonds of this Series) may be held by Beneficial Owners
(as defined below) only in registered book entry form (a "Book Entry Bond")
through the Holder hereof and its participating member firms. This Bond
evidences, in the aggregate, all of the Outstanding Book Entry Bonds, and the
Holder hereof, by its acceptance of this Bond, certifies that it is eligible to
serve as Clearing Agency under the Indenture and agrees to be bound by, and to
comply with, all of the provisions of this Bond and the Indenture relating to
the Book Entry Bonds (the "Book Entry Procedures").
Principal payments on the Book Entry Bonds will be applied first to
redemption of the Book Entry Bonds at the request of Beneficial Owners and then
to mandatory redemption of the Book Entry Bonds as described below.
Notwithstanding the foregoing, any amounts required to be paid as principal of
the Book Entry Bonds that are in excess of an integral multiple of $1,000 shall
be retained in the Redemption Fund until the following Redemption Date. The
entire unpaid principal amount of the Book Entry Bonds shall be due and payable,
if not then previously paid, on the Stated Maturity.
The Book Entry Procedures, which each Holder of this Bond by its
acceptance hereof agrees to and shall be bound by, are as follows:
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 2
a. Beneficial ownership of an interest in a Book Entry Bond by
any Person (a "Beneficial Owner") may be held through entries on the records of
brokerage firms maintaining an account of the Beneficial Owner for such purpose.
In turn, each brokerage firm's interest in this Bond will be recorded on the
records of the Clearing Agency or of another bank or brokerage firm that
participates in the book entry system maintained by the Clearing Agency (a
"Clearing Agency Participant") and acts as agent for such brokerage firm if the
Beneficial Owner's brokerage firm is not a Clearing Agency Participant. In
accordance with its normal procedures, the Clearing Agency shall record the
positions held by each Clearing Agency Participant in the Book Entry Bonds,
whether held for its own account or as a nominee for another person.
b. Each payment of principal of and interest on this Bond will
be paid by the Trustee to the Clearing Agency. The Clearing Agency shall credit
the amount of such payments to the accounts of the applicable Clearing Agency
Participants in accordance with its normal procedures. Each Clearing Agency
Participant shall be responsible for disbursing such payments to the Beneficial
Owners of the Book Entry Bonds that it represents, and to each brokerage firm
for which it acts as agent. Each such brokerage firm shall be responsible for
disbursing funds to the Beneficial Owners of the Book Entry Bonds that it
represents. Except with respect to the payment of principal of and interest on
this Bond to the Clearing Agency or except as otherwise provided by law, neither
the Trustee, the Issuer nor the Bond Registrar shall have any responsibility for
such payments described in this subparagraph (b).
c. With respect to the right of redemption at the request of
the Bondholders, a Beneficial Owner of Book Entry Bonds may request that one or
more of such Beneficial Owner's Book Entry Bonds be redeemed at the earliest
opportunity subject to the limitations on the amount of such redemption
described below. A request for redemption may be submitted to the brokerage firm
that maintains such Beneficial Owner's account in the Book Entry Bonds. That
firm will in turn be responsible for making the request to the Clearing Agency.
The Clearing Agency will time-stamp each request for redemption as received,
subject to such reasonable procedures as it may establish with respect to
determining the order of receipt of requests received on the same day. The
Clearing Agency will promptly forward such time-stamped requests for redemption
to the Trustee. A Beneficial Owner shall be permitted to withdraw his request
for redemption by notifying the brokerage firm that maintains his account in the
Book Entry Bonds. The Clearing Agency and the Clearing Agency Participants may
require that in order for a request for redemption, or withdrawal of any request
for redemption, to be honored with respect to a Redemption Date, it must be
received by the Clearing Agency (in the case of a request for redemption) and by
the Trustee (in the case of a withdrawal of a request for redemption) on a
Tender Date but not later than the last Tender Date of the month in which such
Redemption Date occurs.
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 3
d. With respect to a mandatory redemption, if the Trustee
notifies the Clearing Agency, prior to the 10th Business Day preceding the
Redemption Date to the extent possible but in no event later than the 18th
calendar day of the month in which such Redemption Date occurs, that on such
Redemption Date the amount available in the Redemption Fund with respect to such
Redemption Date is in excess of the aggregate principal amount of the Book Entry
Bonds for which timely requests for redemption have been delivered to the
Trustee, the Clearing Agency shall select Book Entry Bonds to be redeemed in
accordance with its then applicable established random lot procedures and the
other established procedures of the Clearing Agency Participants and indirect
brokerage firms representing the Beneficial Owners of the Book Entry Bonds. Such
procedures may provide for the redemption in part of any Book Entry Bond having
a denomination in excess of $1,000. The Clearing Agency shall give notice to
those Clearing Agency Participants whose Book Entry Bonds have been so selected
for redemption.
e. A Beneficial Owner of a Book Entry Bond shall be entitled
to transfer Beneficial Ownership of such Book Entry Bond only upon compliance
with the procedures established by the Clearing Agency Participant representing
such Beneficial Owner or the brokerage firm representing such Beneficial Owner,
if any. Each Clearing Agency Participant shall only transfer Book Entry Bonds of
Beneficial Owners it represents, or brokerage firms for which it acts as agent,
in accordance with the Clearing Agency's normal procedures. Except in the event
of Book Entry Termination, no Beneficial Owner shall be entitled to receive a
certificated Bond evidencing ownership of his Book Entry Bond.
f. Whenever the vote or consent of the Holders of the Bonds is
solicited or may be given pursuant to the Indenture, the Clearing Agency shall
vote the percentage of the aggregate principal amount of this Bond then
Outstanding that evidences the Book Entry Bonds of each Beneficial Owner in
accordance with the written instructions received by the Clearing Agency from
the Clearing Agency Participant through which each Beneficial Owner owns his
Book Entry Bonds. The Trustee or Issuer shall establish a record date for the
purposes of such vote or consent and to the extent possible shall provide the
Clearing Agency not less than 15 days notice of such record date prior to the
date thereof.
The above-referenced Book Entry Procedures have been included in this Bond
solely for the purpose of setting forth the rights of the Beneficial Owners of
the Book Entry Bonds with respect to the holding of each Bond by the Clearing
Agency and the Clearing Agency Participants, and the inclusion of such Book
Entry Procedures in this Bond shall in no way be construed as imposing upon the
Trustee, the Bond Registrar or the Issuer any liability or responsibility for
compliance with such Book Entry Procedures by the Clearing Agency, any Clearing
Agency Participant or any brokerage firm.
If the aggregate principal amount of the Book Entry Bonds for which
timely requests for redemption have been submitted exceeds the amount available
in the Redemption Fund with respect to any Redemption Date, principal payments
allocated to the Book Entry Bonds will be allocated on such Redemption Date by
the Trustee as follows: first, to Clearing Agency Participants on behalf of
Deceased Holders in the order that such Deceased Holders' time-stamped requests
for such
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 4
redemption have been received by the Clearing Agency until each Deceased Holder
requesting redemption through a Clearing Agency Participant has received an
initial priority principal distribution of up to $100,000 with respect to the
Book Entry Bonds held by such Deceased Holder; second, to Clearing Agency
Participants on behalf of other Beneficial Owners in the order that such
Beneficial Owners' requests for redemption have been received until each
Beneficial Owner requesting redemption through a Clearing Agency Participant has
received an initial priority principal distribution of up to $10,000 with
respect to such Beneficial Owner's Book Entry Bonds; third, to Clearing Agency
Participants on behalf of Deceased Holders in excess of such $100,000 limitation
in the order that such time-stamped requests for redemption have been received
by the Clearing Agency and without limitation as to the principal amount which
may be so redeemed; and fourth, to Clearing Agency Participants on behalf of
other Beneficial Owners in excess of such $10,000 limitation in the order that
such time-stamped requests for redemption have been received by the Clearing
Agency and without limitation as to the principal amount which may be so
redeemed. The death of a tenant by the entirety, joint tenant or tenant in
common will be deemed to be the death of the Holder of the Book Entry Bond and
the entire principal amount of the Book Entry Bond so held will be subject to
priority in redemption, and the death of a person who, during his lifetime, was
entitled to substantially all of the beneficial interests of ownership of a Book
Entry Bond will be deemed to be the death of the Holder of such Book Entry Bond,
regardless of the registered Holder of such Book Entry Bond, if such beneficial
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife, and in trust arrangements and certain other arrangements where
a person has substantially all of the beneficial ownership interest in the Book
Entry Bond during his or her lifetime. Beneficial interests shall include the
power to sell, transfer or otherwise dispose of a Book Entry Bond and the right
to receive the proceeds therefrom, as well as interest and principal payable
with respect thereto.
Payments of interest on this Bond due and payable on each Payment Date,
together with any installment of principal of this Bond due and payable on each
Payment Date which is also a Redemption Date for this Bond to the extent not in
full payment of this Bond, shall be made by check mailed to the Person whose
name appears as the registered Holder of this Bond (or one or more Predecessor
Bonds) on the Bond Register as of the Regular Record Date. Checks for amounts
which include installments of principal due on this Bond shall be mailed to the
Person entitled thereto at the address of such Person as it appears on the Bond
Register as of the applicable Record Date without requiring that this Bond be
submitted for notation of payment and checks returned undelivered will be held
for payment to the Person entitled thereto, subject to the terms of the
Indenture, at the office or agency in the United States of America designated by
the Issuer for such purpose pursuant to the Indenture. Any reduction in the
principal amount of this Bond (or any one or more Predecessor Bonds) effected by
any payments made on any Redemption Date shall be binding upon all Holders of
this Bond and of any Bond issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not noted hereon. Notwithstanding
the foregoing, so long as this Bond is registered in the name of the Clearing
Agency or its nominee, as the representative of the Beneficial Owners, if so
requested by the Clearing Agency, the principal of and interest on this Bond
shall be payable by wire transfer of federal funds to the Clearing Agency or its
nominee, except for the final payment due on Stated Maturity of this Bond, which
as described
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 5
below shall be made only upon presentation and surrender of this Bond at the
office or agency of the Trustee maintained for that purpose. Payment of the then
remaining unpaid principal amount of this Bond on the Stated Maturity of its
final installment of principal or on such earlier date as the Issuer shall be
required to apply payments received with respect to the GNMA Certificates
securing the Bonds of this Series to payment of the then remaining unpaid
principal amount of this Bond, or to payment of the amount payable on any date
as of which this Bond has been called for redemption in full, shall be made upon
presentation of this Bond to the office or agency of the Trustee maintained for
such purpose.
If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Bonds, the Bonds may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the Stated Maturity of the final
installment of principal of this Bond, the amount payable to the Holder of this
Bond will be equal to the aggregate unpaid principal amount of this Bond on the
date this Bond becomes so due and payable, together with accrued interest on
such unpaid principal amount from the last day to which interest has been paid
to the date of payment thereof. In all other circumstances, following the
acceleration of the maturity of the Bonds, all amounts collected as proceeds of
the collateral securing the Bonds or otherwise shall be applied, pro rata among
all Bonds of this Series, without preference or priority, first to the payment
of interest and then to the payment of amounts due with respect to principal.
An Event of Default with respect to the Bonds of any other series
issued under the Indenture, including any failure to make any payment of
principal or interest with respect thereto when and as due, will not be an Event
of Default with respect to the Bonds of this Series.
The Bonds of the Series may be redeemed at the option of the Issuer, in
whole or in part, at any time or from time to time on any Redemption Date (i)
prior to the fourth anniversary of their issuance, if the outstanding aggregate
principal amount of the Bonds of the Series declines to 20% or less of their
original aggregate principal amount, and (ii) at any time on or after the fourth
anniversary of their issuance. The amount paid upon such optional redemption
shall equal 100% of the unpaid principal amount of the Bonds to be redeemed,
plus accrued interest to the date of such optional redemption.
If provision is made for the redemption and payment of this Bond in
accordance with the Indenture, the portion of the principal amount of this Bond
so redeemed shall thereupon cease to bear interest from and after the date set
for such redemption.
As provided in the Indenture and subject to certain limitations therein
set forth (including without limitation the requirement that the transferee be
eligible to serve as Clearing Agency), the transfer of this Bond may be
registered on the Bond Register of the Issuer, upon surrender of this Bond for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon a single
new Bond representing the entire aggregate principal amount of the Bonds then
Outstanding, will be issued to the designated transferee or transferees.
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 6
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer with the consent of the Holders of a majority in aggregate
principal amount of Bonds at the time Outstanding (as defined in the Indenture)
in case Outstanding Bonds of all series are to be affected, or with the consent
of the Holders of a majority in aggregate principal amount of the Bonds at the
time Outstanding of each series to be affected in case one or more, but less
than all, of the series of Bonds then Outstanding are to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Bonds at the time Outstanding,
and of Bonds at the time Outstanding of each series to be affected in case one
or more, but less than all, such series are to be affected, on behalf of the
Holders of all the Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Bond shall
be conclusive and binding upon such Holder and upon all future Holders of this
Bond and of any Bond issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Bond.
The term "Issuer" as used in this Bond includes any successor under the
Indenture.
AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
No reference herein to the Indenture and no provision of this Bond or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Bond at
the time, place and rate, and in the coin or currency, herein prescribed.
DAL02:35224.1
<PAGE>
Series 1996B/Reverse Page 7
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please print or typewrite address of assignee:
the within Bond of Ray Ellison Mortgage Acceptance Corp. and does hereby
irrevocably constitute and appoint _______________________
__________________________ attorney to transfer the said Bond on the books of
the within named corporation, with full power of substitution in the premises.
Date:______________________
Notice: The signature to
this presentment must
correspond with the name as
written upon the face of
this Bond in every
particular without
alteration or enlargement
or any change whatever,
except with respect to
redemptions of Bonds of
Deceased Holders. The
signature must be
guaranteed by an officer of
a commercial bank, trust
company or by a member firm
of the New York Stock
Exchange or another
national securities
exchange. Notarized or
witnessed signatures are
not acceptable.
05/16/96 (1:49pm)
2572/16534-1996B
DAL02:35224.1
<PAGE>
EXHIBIT B
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DAL02:35257.1
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[EXHIBIT B]
[Form of Issuer's Letter of Credit]
[Letterhead of ]
___________ __, 199__
The Bank of New York, as Trustee under the
Indenture and the Series 1996B Supplement Referred to Below
10161 Centurion Parkway, 3rd Floor
Jacksonville, Florida 32256
Attention: Corporate Trust Division
Re: Our Irrevocable Transferable Letter of Credit No. _____ for Reserve Fund
Ray Ellison Mortgage Acceptance Corp., Series 1996B GNMA-Collateralized Bonds
Gentlemen:
By order of our client, Ray Ellison Mortgage Acceptance Corp.
("REMAC"), we hereby open our Irrevocable Transferable Letter of Credit No.
________, in favor of _________________, as the trustee under the indenture
referred to in the second paragraph hereof, for an amount not to exceed in the
aggregate U.S. $________ (__________________*__________________), effective
immediately and expiring at our _________________________ office,
______________________, on __________________, __________ unless earlier
terminated as hereinafter provided.
This Letter of Credit is relative to, but does not incorporate by such
reference, that certain Indenture dated as of August 1, 1992, as amended through
May 30, 1996 and as supplemented by the Series 1996B Supplement dated as of May
30, 1996, between Ray Ellison Mortgage Acceptance Corp. and you (the
"Indenture"). We shall have no obligation or responsibility with respect to the
performance of any term or provision of the Indenture or the fulfillment of any
condition stated therein.
Funds under this Letter of Credit are available from time to time to
you as such trustee or to your successor as such trustee under the Indenture to
whom this Letter of Credit shall be transferred by you as hereafter provided
("Trustee") against Trustee's sight draft(s) drawn on us, mentioning thereon our
Credit No. ________. Each such draft must be accompanied by a written statement
purportedly signed by an authorized officer of the Trustee stating as follows:
"(i) that the officer executing the certificates is a duly authorized officer of
the drawer of the draft, (ii) that the drawer of the draft is the Trustee under
the Indenture, and (iii) that the amount of the accompanying draft
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represents an amount for which Trustee is entitled, pursuant to the terms of
Section 7.07 of the Indenture, to draw under the letter of credit referred to in
such section of the Indenture."
The amount of this Letter of Credit may be reduced in the event that
(i) REMAC elects to deposit any amount of cash with the Trustee to fund all or a
part of the Reserve Fund required to be maintained pursuant to the Series 1996B
Supplement, dated May 30, 1996, between REMAC and the Trustee (the "Series
Supplement") or (ii) the amount required to be maintained in the Reserve Fund is
reduced for any reason, including without limitation (A) a reduction in the
aggregate outstanding principal amount of the Series 1996B Bonds or (B) a
reduction in the Requisite Amount of Reserve Fund, as defined in the Series
1996B Supplement. In either of the foregoing events this Letter of Credit may be
reduced by an amount equal to the amount of cash so deposited or the amount by
which the amount required to be maintained in the Reserve Fund is reduced, as
the case may be. Any such reduction shall be made upon our receipt of a letter
requesting reduction of this Letter of Credit by a stated amount, executed by
both the Trustee and REMAC.
We may at any time terminate this Letter of Credit upon at least sixty
(60) days prior written notice to Trustee delivered via courier specifying that
this Letter of Credit shall expire on a specified date not less than sixty (60)
days from the date such notice is delivered via courier to Trustee, whereupon
this Letter of Credit shall expire on such date with the same effect as if such
expiration date had originally been set forth herein, provided, however, that
upon Trustee's receipt of such notification, Trustee may draw one sight draft
for any amount not greater than the unutilized balance of this Letter of Credit,
mentioning thereon our Credit No. _________, and accompanied by a written
statement purportedly signed by an authorized officer of Trustee stating as
follows: "(i) that the officer executing the certificate is a duly authorized
officer of the drawer of the draft, and (ii) that the drawer of the draft is the
Trustee under the Indenture."
The Trustee may, at any time, draw one sight draft for any amount not
greater than the unutilized balance of this Letter of Credit, mentioning thereon
our Credit No. _________, and accompanied by a written statement as follows:
"(i) that the officer executing the certificate is a duly authorized officer of
the drawer of the draft, (ii) that the drawer of the draft is the Trustee under
the Indenture, (iii) that the Trustee has been notified by REMAC that continued
reliance on such letter of credit for the purpose or purposes for which it was
originally delivered to the Trustee would result in a downgrading of a rating of
the Series 1996B Bonds, and (iv) that REMAC has not replaced such letter of
credit with a Qualified Letter of Credit within seven (7) days after the giving
of the notice referred to in (iii)."
This Letter of Credit may be transferred in its entirety for the then
relevant amount to the Trustee's successor as trustee under the Indenture, and
said transfer will become effective upon our receipt of (a) the original of this
Letter of Credit, and (b) our transfer form properly filled out and signed by
you.
If we have received here at our _______________________________________
office, _______________ ________________, Attention: ___________________
Trustee's sight draft(s) and statement(s) in conformity with the terms and
conditions thereof, we will honor the same by payment in immediately available
funds upon the due presentation and delivery of such documents. Where any date
mentioned herein shall fall on a Saturday, Sunday or bank holiday, such date
shall
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be extended to ______ p.m. ____________ time on the next following day on which
such office is open for business.
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This Letter of Credit shall be subject to the Uniform Customs and
Practice for Documentary Credits (______ Revision), International Chamber of
Commerce Publication No. _____, and any amendments thereof, and to the extent
the same are not applicable this Letter of Credit shall be governed by Article 5
of the Uniform Commercial Code of the State of Texas.
Very truly yours,
Authorized Signature
05/29/96 (11:18 am)
2572/16534-68470
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EXHIBIT C
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Letter of Representations
Ray Ellison Mortgage Acceptance Corp.
Name of Issuer
The Bank of New York, as Trustee
Name of Trustee
May 30, 1996
Date
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street: 49th Floor
New York, NY 10041-0099
Re: Ray Ellison Mortgage Acceptance Corp.
GNMA-Collateralized Bonds
Series 1996B
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to an Indenture dated as of
August 1, 1992, as amended through May 30, 1996, and as supplemented by a Series
1996B Supplement, dated May 15, 1996, relating to the Securities (the Indenture
and Series 1996B Supplement are referred to collectively as the "Document").
Pursuant to an Underwriting Agreement dated August 13, 1992, as amended through
May 30, 1996 (the "Underwriting Agreement") by and among the Issuer, Ray Ellison
Mortgage Investment Corp., and Rauscher Pierce Refsnes, Inc., as representative
of the several underwriters and a Terms Agreement dated May 15, 1996 (the "Terms
Agreement") by and among the Issuer, Rauscher Pierce Refsnes, Inc. and the other
underwriters, if any, named therein (collectively, the "Underwriters"), the
Underwriters have agreed to purchase, and the Issuer has agreed to issue, the
Securities. The Underwriters are distributing the Securities through the
Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Trustee make the following representations to DTC:
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1. Prior to closing on the Securities on May 30, 1996, there shall be
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of which represents 100% of
the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $150 million, one certificate will be issued with
respect to any remaining principal amount. Each $150 million Security
certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co., or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC). ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OF
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders of
the Securities, Issuer or Trustee shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date. Notices to
DTC pursuant to this Paragraph by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices
shall be confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to DTC's
Reorganization Department as indicated in Paragraph 3.
3. The issuer will not disseminate invitations to beneficial owners of
Securities to tender their Securities. However, beneficial owners may request
redemption of their Securities as described in paragraphs 9 and 10 hereof and
the Issuer may redeem Securities as described in paragraph 13 hereof.
4. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
5. Trustee shall send DTC written notice with respect to the dollar amount
per $1,000 original face value (or other minimum authorized denomination if less
than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably 5, but not less than 2
business days prior to such payment date. Such notices, which shall also contain
the current pool factor and Trustee contact's name and telephone number, shall
be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or if by mail
or by any other means to:
Manager: Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square: 22nd Floor
New York, NY 10024-2695
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6. Interest on the Securities will be payable monthly on the last day of
each month, or the immediately succeeding business day (each, a "Payment Date"),
with respect to interest accrued on the Securities during the previous calendar
month. Such monthly interest payments to be made on each respective Payment Date
will be made to holders of record of the Securities as of the close of business
on the last business day of the month preceding the month in which such Payment
Date occurs (each, a "Record Date"). Interest payable on the initial Payment
Date, June 30, 1996, will be with respect to 31 days interest accrued from May
30, 1996 through June 30, 1996.
7. Interest payments shall be received by Cede & Co., as nominee of DTC or
its registered assigns in same-day funds on each payment date (or the equivalent
in accordance with existing arrangements between Inssuer or Trustee and DTC).
Such payments shall be made payable to the order of Cede & Co. Absent any other
existing arrangements, such payments shall be addressed as follows:
Manager: Cash Receipts
Dividend Department
The Depository Trust Company
7 Hanover Square: 24th Floor
New York, NY 10004-2695
8. Securities Eligible for DTC's Next-Day Funds Settlement ("NDFS") System.
Principal payments (redemption payments) shall be made in next-day funds by
Trustee to Cede & Co., as nominee of DTC or its registered assigns on each
payment date. Such payments shall be made payable to the order of Cede & Co.,
and shall be addressed as follows:
NDFS Redemptions Manager
Reorganization/Redemption Department
The Depository Trust Company
7 Hanover Square: 23rd Floor
New York, NY 10004-2695
9. To allow beneficial owners to tender for payment Securities pursuant to
the Document. DTC will accept tender requests by means of Voluntary Offering
Instructions (whether given in hardcopy form or via DTC's Participant Terminal
System ("PTS") from Participants. DTC will accept such Instructions from the 1st
through the 10th day of each month. DTC will time-stamp all Instructions that it
received during such period and will promptly forward such Instructions to the
Trustee. Participants that have submitted Instructions may withdraw such
Instructions by sending written notice directly to the Trustee by means of
Voluntary Offering Withdrawal Instructions (whether given in hard-copy form or
via PTS). All such Withdrawal Instructions must be received by the Trustee on or
prior to the 10th day of the month in which the payment occurs.
10. In the event of a payment, the Trustee shall select Securities to be
repaid from Instructions previously transmitted to it by DTC in the order that
such Instructions were received by DTC (as evidenced by DTC's time-stamp on
such Instructions) or as selected by lot. The Trustee shall
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notify DTC and those Participants whose Instructions have been accepted for
payment of the aggregate principal amount of Securities to be repaid on behalf
of each such Participant the names of any Indirect Participants, and the name
and account number of each beneficial owner whose Securities have been accepted
for redemption. Such information must be received by DTC 7 business days prior
to the redemption date (2 business days prior if electronic). In the event that
the aggregate principal amount of Securities required under the Document to be
redeemed exceeds the aggregate principal amount of Securities for which
Instruction have been submitted as evidenced by the Instructions held by the
Trustee, the Trustee shall notify DTC of the amount of such excess to the extent
possible prior to the 10th business day preceding the redemption date but in no
event later than the 18th calendar day of the month in which such redemption
date occurs. DTC will allocate such excess in accordance with its "Called
Securities Procedures"( as described in DTC's Procedures) among the holdings of
its Participants as of the close of business on the day prior to the date of
such notification based upon the assumption that each Participant holds
individual $1,000 Security units aggregating the full principal amount of that
Participant's holdings. If such method of selection of Securities to be redeemed
is necessary, DTC will notify those of its Participants whose holdings have been
so selected for redemption on the forthcoming redemption date by the 23rd day of
the month in which such payment date occurs. DTC will process such redemptions
in accordance with its current Rules and procedures subject to change from time
to time.
11. Notices to DTC pursuant to Paragraphs 9 and 10 shall be sent to DTC's
Reorganization Department at (212) 709-1093 or (212) 709-1094 and receipt of
such notices shall be confirmed by telephoning (212) 709-1470. Notices to DTC
pursuant to Paragraphs 9 and 10 by mail or by any other means shall be sent to
Manager: Puts Security Unit: Reorganization Department at the address set forth
in Paragraph 3.
12. DTC may direct Issuer or Trustee to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
13. In the event of a mandatory or a redemption at the option of beneficial
owner necessitating a reduction in the aggregate principal amount of Securities
outstanding, DTC,. in its discretion: (a) may request Trustee to issue and
authenticate a new Security certificate: or (b) shall make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal after notifying the Trustee thereof and obtaining the
concurrence of the Trustee to such amount (which amount shall be binding upon
the Trustee, the Issuer, DTC and all Participants and beneficial owners) except
in the case of final or full redemption in which case the certificate will be
presented to Issuer or Trustee prior to payment, if required.
14. The Document provides that Issuer may at its option redeem all of the
Securities under certain circumstances set forth in the Document. In the event
of an optional redemption by Issuer, Trustee shall notify DTC at least 15 days
prior to the Issuer redemption date. Upon receipt, DTC will forward such notice
to its Participants at least 12 days prior to such redemption date. In case of a
partial redemption of the Securities at the option of the Issuer, DTC shall
allocate the amount of principal so redeemed by random lot in accordance with
its "Called Securities Procedures" among the holdings of its Participants as of
the close of business on such date based upon the assumption that each
Participant holds individual $1,000 Securities aggregating the full principal
amount of the Participant's holdings. Notices to DTC pursuant to this Paragraph
by telecopy shall be sent DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC
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confirming that the notice has been received such party shall telephone (516)
227-4070. Notices to DTC pursuant to this Paragraph by mail or by any other
means shall be sent to:
Manager: Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
15. Trustee shall send to Participants semi-annually an outline of the
procedures to be utilized by Participants with respect to requests for
redemption and withdrawal of such requests on behalf of beneficial owners of
Securities.
16. In the event that Issuer determines that beneficial owners of Securities
shall be able to obtain certificated Securities, Issuer or Trustee shall notify
DTC of the availability of certificates. In such event, Issuer or Trustee shall
issue, transfer and exchange certificates in appropriate amounts as required by
DTC and others.
17. DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to Issuer or
Trustee (at which time DTC will confirm with Issuer or Trustee the aggregate
principal amount of Securities outstanding. Under such circumstances, at DTC's
request Issuer and Trustee shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.
18. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s) and (b)
acknowledges that neither DTC's Participants not any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.
19. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
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Notes Very truly yours,
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A: If there is a Trustee (as defined in this
Letter of Representations),. Trustee as well Ray Ellison Mortgage Acceptance Corp.
as Issuer must sign this Letter. If there is no Issuer
Trustee in signing this Letter Issuer itself
undertakes to perform all of the obligations By: /s/Locksley Simmons
set forth herein. Authorized Officers Signature
B: Schedule B contains statements that DTC The Bank of New York, as Trustee
believes accurately describe DTC, the method Trustee
of effecting book-entry transfers of securities
distributed through DTC and certain related By: /s/Tamara Ellis
matters. Authorized Officers Signature
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Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/Richard B. Nesson
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Principal and Income Payments Rider
1. This Rider supersedes any contradictory language set forth in the Letter of
Representations to which it is appended.
2. With respect to principal and income payments in the Securities:
A. DTC shall receive all dividend and interest payments on payable date in
same-day funds by 2:30 p.m. ET (Eastern Time).
B. Issuer agrees that it or Agent shall provide dividend and
interest payment information to a standard announcement
service subscribed to by DTC. In the unlikely event that no
such service exists, Issuer agrees that it or Agent shall
provide this information directly to DTC in advance of the
dividend or interest record date as soon as the information is
available.
This information should be conveyed directly to the DTC
electronically. If electronic transmission is not possible,
such information should be conveyed by telephone or facsimile
transmission to:
The Depository Trust Company
Manager, Announcements
Dividend Department
7 Hanover Square, 22nd Floor
New York, NY 10004
Phone: (212) 709-1270
Fax: (212) 709-1723,1686
C. Issuer agrees that for dividend and interest payments, it or
Agent shall provide automated notification of CUSIP-level
detail to the depository no later than noon ET on the payment
date.
D. DTC shall receive maturity and redemption payments and CUSIP-
level detail on the payable date in same-day funds by 2:30
p.m. ET. Absent any other arrangements between Agent and DTC,
such payments shall be wired according to the following
instructions:
Chemical Bank
ABA 021000128
For credit to A/C Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the
manner set forth in DTC's SDFS Paying Agent Operating
Procedures a copy of which has previously been furnished to
Agent.
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E. DTC shall receive all other payments and CUSIP-level detail resulting from
corporate actions (such as tender offers or mergers) on the first payable
date in same-day funds by 2:30 p.m. ET. Absent any other arrangements
between the Agent and DTC, such payments shall be wired to the following
address:
Chemical Bank
ABA 021000128
For credit to A/C Depository Trust Company
Reorganization Account 066-027608
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SCHEDULE A
Describe Issuer
CUSIP Principal Amount Maturity Date Interest Rate
754555DS6 $15,500,000 May 31, 2027 7.00%
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SCHEDULE B
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC-bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY. will act as securities
depository for the securities (the "Securities"). The Securities will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered security certificate will be issued
for (each issue of) the Securities, (each) in the aggregate principal amount of
such issue and will be deposited with DTC. (If, however, the aggregate principal
amount of (any) issue exceeds $150 million, one certificate will be issued with
respect to each $150 million of principal amount and an additional certificate
will be issued with respect to any remaining principal amount of such issue).
2. DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
4.To facilitate subsequent transfers, all securities deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co.
The deposit of Securites with
<PAGE>
DTC and their registration in the name of Cede & Co effect no change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities: DTC's record reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications to DTC to Direct Participants
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
6. Redemption notices shall be sent to Cede & Co. If less than all of the
Securites within an issue are being redeemed. DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
7. Neither DTC nor Cede & Co will consent or vote with respect to Securites.
Under its usual procedures. DTC mails Omnibus Proxy to the Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co's consenting
or voting rights to those Direct Participants to whose accounts the Securites
are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
8. Principal and interest payments on the Securites will be made to DTC. DTC's
practice is to credit Direct Participant's accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in "street name" and will be the
responsibility of such Participant and not of DTC, the Agent, or the Issuer,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of
the Issuer or the Agent, disbursement of such payments to Direct Participants
shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be responsibility of Direct and Indirect Participants.
9. A Beneficial Owner shall give notice to elect to have its Securites purchased
or tendered, through its Participant, to the (Tender/Remarketing) Agent, and
shall effect delivery of such Securities by causing the Direct Participant to
transfer the Participant's interest in the Securities on DTC's records to the
(Tender/Remarketing) Agent. The requirement for physical delivery of Securites
in connection with a demand for purchase or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities and transferred by Direct
Participants on DTC's records.
10. DTC may discontinue providing its service as securities depository with
respect to the Securities at any time by giving reasonable notice to the Issuer
or the Agent. Under such circumstances in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. The Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
<PAGE>
12. The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Issuer believes to be reliable , but the
Issuer takes no responsibility for the accuracy thereof.
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SCHEDULE A
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<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
SERIES 1996B, 7.00 % GNMA-COLLATERALIZED BONDS
DUE MAY 31, 2027
RECOMPUTED: MAY 30, 1996
SCHEDULE A RUN: 05/20/96
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OUTSTANDING
MAXIMUM PRINCIPAL COLLATERAL
MORTGAGE ORIGINAL AMOUNT AS OF VALUE AS OF
POOL CUSIP MATURITY INTEREST COUPON PRINCIPAL 5/15/96 OR 5/15/96 OR
# NUMBER DATE RATE RATE AMOUNT 5/20/96 5/20/96
- ------ --------- --- ---------- --------- ------ ----------- ------------- -------------
1789 36202B7A7 (2) 07/20/24 7.50% 8.00% 25,000 23,235.68 23,100.91
2168 36202CMR1 (2) 02/20/26 7.00% 7.50% 1,480,000 1,474,016.82 1,465,467.52
2202 36202CNT6 (2) 04/20/26 7.00% 7.50% 4,000,000 3,992,008.92 3,968,855.27
422790 36203TSV8 (1) 05/15/26 7.00% 7.50% 3,083,072 3,083,072.00 3,065,190.18
422798 36206VQJ9 (1) 05/15/26 7.00% 7.50% 7,035,166 7,035,166.00 6,994,362.04
------------ ------------ --------------
15,623,238 15,607,499.42 15,516,975.92
------------ ------------- ---------------
(1) GNMA CERTIFICATE FOR WHICH ENTIRE POOL IS PLEDGED AS COLLATERAL
(2) GNMA II CERTIFICATE
</TABLE>