<PAGE> 1
TIERS(R) ASSET BACKED SUPPLEMENT SERIES TELECOM 2000-13
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK NATIONAL ASSOCIATION, CAYMAN ISLANDS BRANCH,
as Trustee
TIERS(R) Principal-Protected Asset Backed Certificates Trust Series Telecom
2000-13
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
PAGE
Preliminary Statement............................................................................................1
Section 1 . Certain Defined Terms.............................................................................1
Section 2 . Creation and Declaration of Trust; Grant of Term Assets; Acceptance by Trustee and
Co-Trustee..............................................................................................8
Section 3 . Designation; Authorization to Execute the Swap Agreement..........................................8
Section 4 . Date of the Certificates..........................................................................9
Section 5 . Aggregate Principal Amount and Denominations; Other Matters Concerning the Term Assets............9
Section 6 . Currency of the Certificates......................................................................9
Section 7 . Form of Securities...............................................................................10
Section 8 . Administrative Agent; Sub-Administrative Agent...................................................10
Section 9 . Certain Provisions of Base Corporate Trust Agreement Not Applicable..............................10
Section 10 . Distributions....................................................................................10
Section 11 . Termination of Trust.............................................................................12
Section 12 . Limitation of Powers and Duties..................................................................13
Section 13 . Compensation of Trustee and Co-Trustee...........................................................14
Section 14 . Modification or Amendment........................................................................14
Section 15 . Accounting.......................................................................................15
Section 16 . Reports to Certificateholders; Other Tax Matters.................................................15
Section 17 . No Event of Default..............................................................................15
Section 18 . Notices..........................................................................................15
Section 19 . Access to Certain Documentation..................................................................16
Section 20 . Advances.........................................................................................16
Section 21 . Ratification of Agreement........................................................................16
Section 22 . Counterparts.....................................................................................16
Section 23 . Governing Law....................................................................................16
Section 24 . Certificate of Compliance........................................................................16
Section 25 . Tax Year of Trust................................................................................16
Section 26 . Matters Concerning the Co-Trustee................................................................16
Section 27 . Notice to Depositor and Others Regarding Reports.................................................16
Section 28 . The Policy.......................................................................................17
Exhibit A -- Description of the Term Assets
</TABLE>
I
<PAGE> 3
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<S> <C>
PAGE
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
</TABLE>
II
<PAGE> 4
TIERS(R) ASSET BACKED SUPPLEMENT SERIES TELECOM 2000-13 dated
as of November 29, 2000 (this "Series Supplement") between
STRUCTURED PRODUCTS CORP., a Delaware corporation, as
depositor (the "Depositor"), and U.S. Bank National
Association, Cayman Islands Branch, a company organized and
existing under the laws of the United States of America,
registered as a foreign company under Part IX of the Companies
Law (2000 Revision) of the Cayman Islands and holding a bank
and trust licence pursuant to the Banks and Trust Companies
Law (2000 Revision) of the Cayman Islands, as Trustee (the
"Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Corporate Trust Agreement dated as of
November 29, 2000 (as amended and supplemented pursuant to this Series
Supplement, the "Agreement"), among the Depositor and the Trustee, such parties
may at any time and from time to time enter into a series supplement
supplemental to the Agreement for the purpose of creating a trust. Section 5.13
of the Agreement provides that the Depositor may at any time and from time to
time direct the Trustee to authenticate and deliver, on behalf of any such
trust, a new Series of trust certificates. Section 8.10 of the Agreement
provides that the Depositor and the Trustee acting jointly may appoint one or
more co-trustees to act as co-trustee of all or part of such trust, or any part
thereof, and subject to provisions of such section, such powers, duties,
obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. Each trust certificate of such new Series of trust
certificates shall represent a fractional undivided beneficial interest in such
trust. Certain terms and conditions applicable to each such Series are to be set
forth in the related series supplement to the Agreement.
Pursuant to this Series Supplement, the Depositor and the
Trustee shall (i) create and establish a new trust to be known as TIERS(R)
Principal-Protected Asset Backed Certificates Trust Series Telecom 2000-13, and
a new Series of trust certificates to be issued thereby, which certificates
shall be known as the TIERS(R) Principal-Protected Trust Certificates (the
"Certificates") and (ii) appoint U.S. Bank National Association as the
co-trustee (the "Co-Trustee") pursuant to Section 8.10 of the Agreement. The
Depositor and the Trustee shall herein specify certain terms and conditions of
the Trust and the Certificates.
On behalf of and pursuant to the authorizing resolutions of
the Board of Directors of the Depositor, an authorized officer of the Depositor
has authorized the execution, authentication and delivery of the Certificates,
and has authorized the Agreement and this Series Supplement in accordance with
the terms of Section 5.13 of the Agreement.
Section 1 . Certain Defined Terms. (a) All terms used in this
Series Supplement that are defined in the Agreement, either directly or by
reference therein, have the meanings assigned to such terms therein, except to
the extent such terms are defined or modified in this Series Supplement or the
context requires otherwise. The Agreement also contains rules as to usage which
shall be applicable hereto. In addition, although this Series Supplement uses
<PAGE> 5
the term "Principal Amount" with respect to the Certificates, the Certificates
represent equity in and not a debt obligation of the Trust and are subordinate
to the claims of general creditors.
(b) Pursuant to Article I of the Agreement, the meaning of certain
defined terms used in the Agreement shall, when applied to the trust
certificates of a particular Series, be as defined in Article I but with such
additional provisions and modifications as are specified in the related series
supplement. With respect to the Certificates, the following definitions shall
apply:
"Affected Term Assets": Means any Term Assets with respect to
which an amortization period has occurred or with respect to which principal
payments are paid prior to the Final Scheduled Distribution Date.
"AMEX": The American Stock Exchange.
"AMEX Telecom Index": The AMEX Telecom Index or any
Successor Index.
"Business Day": Means any day, other than a Saturday or
Sunday, that is not a day on which banking institutions are authorized or
required by law or regulation to be closed in The City of New York.
"Calculation Agent": Salomon Smith Barney Inc.
"Calculation Day": Means any Index Business Day during the
Calculation Period on which a Market Disruption Event has not occurred.
"Calculation Period": Means the period from and including the
seventh scheduled Index Business Day prior to each Reset Date (including the
Final Scheduled Distribution Date) to and including the second scheduled Index
Business Day prior to each Reset Date (including the Final Scheduled
Distribution Date).
"CBOE": The Chicago Board Options Exchange.
"Certificateholder" or "Holder": With respect to any
Certificate, the holder thereof.
"Certificateholders" or "Holders": With respect to any
Certificates, the holders thereof.
"Closing Date": November 29, 2000.
"Code": The Internal Revenue Code of 1986.
"Corporate Trust Office": U.S. Bank National Association,
Cayman Islands Branch, c/o IBJ Whitehall Bank and Trust Company, P.O. Box 1040
GT, Grand Cayman, Cayman Islands, with a copy to U.S. Bank Trust National
Association, 100 Wall Street, Suite 1600, New York, New York 10005.
"Depositary": The Depository Trust Company.
2
<PAGE> 6
"Distribution Date": The Final Scheduled Distribution Date,
the Supplemental Distribution Date, the Swap Termination Date, or the
distribution date following the occurrence of a Term Assets Credit Event.
"Distribution Threshold": $10,000.
"Eligible Investments": Means any one or more of the following
obligations or securities, which in all cases have a stated final maturity that
is within twelve months of the date of purchase by the Trust:
(a) direct obligations of, and obligations fully guaranteed
by, the United States, the Federal Home Loan Mortgage Corporation, the Federal
National Mortgage Association, the Federal Farm Credit System or any agency or
instrumentality of the United States the obligations of which are backed by the
full faith and credit of the United States of America; provided that obligations
of, or guaranteed by, the Federal Home Loan Mortgage Corporation, the Federal
National Mortgage Association or the Federal Farm Credit System will be Eligible
Investments only if they have a rating in the highest long-term rating
categories of each of the Rating Agencies;
(b) demand and time deposits in, certificates of deposit of,
or banker's acceptances issued by, any depository institution or trust company
(including the Co-Trustee or any agent of the Co-Trustee acting in their
respective commercial capacities) incorporated under the laws of the United
States or any State and subject to supervision and examination by Federal and/or
State banking authorities so long as the commercial paper and/or the short-term
debt obligations of such depository institution or trust company (or, in the
case of a depository institution which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt obligations of such
holding company) at the time of such investment or contractual commitment
providing for such investment have a rating in the highest long-term rating
categories of each of the Rating Agencies;
(c) repurchase agreements with respect to (i) any security
described in clause (a) above or (ii) any other security issued or guaranteed by
an agency or instrumentality of the United States, with an entity having a
credit rating in one of the two highest long term rating categories of each of
the Rating Agencies;
(d) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States or any State
that have a rating in the highest long-term rating categories of each of the
Rating Agencies; and
(e) commercial paper having at the time of such investment, a
rating in the highest short-term rating categories of each of the Rating
Agencies.
"Ending Value": The Ending Value for any Reset Date (other
than the Final Scheduled Distribution Date) means the value of the AMEX Telecom
Index at the close of the market on that Reset Date or, if that Reset Date is
not an Index Business Day, the value at the close of the market on the preceding
Index Business Day. The Ending Value for the Reset Date with respect to the
Final Scheduled Distribution Date will equal the average (arithmetic mean) of
3
<PAGE> 7
the closing values of the AMEX Telecom Index on each of the first six
Calculation Days during the Calculation Period. If there are fewer than six
Calculation Days, then the Ending Value for the Reset Date with respect to the
Final Scheduled Distribution Date will equal the average (arithmetic mean) of
the closing values of the AMEX Telecom Index on such Calculation Days and, if
there is only one Calculation Day, then the Ending Value for the Reset Date with
respect to the Final Scheduled Distribution Date will equal the closing value of
the AMEX Telecom Index on such Calculation Day. If no Calculation Days occur
during the Calculation Period, then the Ending Value for the Reset Date with
respect to the Final Scheduled Distribution Date will equal the closing value of
the AMEX Telecom Index on the last scheduled Index Business Day during the
Calculation Period, regardless of the occurrence of a Market Disruption Event on
such day.
"Excess Investment Interest": Means the interest earned on
substituted Term Assets or Eligible Investments that are purchased with payments
of principal made on Affected Term Assets prior to the Final Scheduled
Distribution Date which interest exceeds the interest which would have been
earned had the funds invested in such substituted Term Assets or Eligible
Investments continued to have been invested in the applicable Term Assets.
"Exchange Act": Means the Securities Exchange Act of 1934, as
amended.
"Final Scheduled Distribution Date": November 29, 2005.
"Index Business Day": Means a day on which NYSE, the Nasdaq
National Market of the NASDAQ, and the AMEX, are open for trading and the AMEX
Telecom Index or any Successor Index, as defined below, is calculated and
published.
"Index Return": Means an amount equal to the compounded
result of the Periodic Capped Returns computed in the following manner:
[Product of (1.00 + the Periodic Capped Return) for each Reset
Date] - 1.00.
"Insurance Agreement": Means the insurance agreement, dated
November 22, 2000, between the Swap Insurer and the Swap Counterparty.
"Interest Distribution Amount": An amount per Certificate
determined according to the following formula:
Principal Amount ($1,000 per Certificate) * Index Return
"Market Disruption Event": Means any of the following events,
as determined by the Calculation Agent.
(a) The suspension or material limitation of trading in 20% or
more of the number of the underlying stocks which then comprise the AMEX Telecom
Index or any Successor Index, in each case, for more than two hours of trading
or during the one-half hour period preceding the close of trading on the AMEX,
the NYSE, the NASDAQ, or any other applicable organized U.S. exchange. For
purposes of this definition, limitations on trading during significant market
4
<PAGE> 8
fluctuations imposed pursuant to AMEX Rule 117, NYSE Rule 80B (or any applicable
rule or regulation enacted or promulgated by NYSE, the NASDAQ, any other self
regulatory organization or the Securities and Exchange Commission ("SEC") of
similar scope or as a replacement for AMEX Rule 117 or NYSE Rule 80B, as
determined by the Calculation Agent) will be considered "material."
(b) The suspension or material limitation, in each case, for
more than two hours of trading or during the one-half hour period preceding the
close of trading (whether by reason of movements in price exceeding levels
permitted by the relevant exchange or otherwise) in (A) futures contracts
related to the AMEX Telecom Index or any Successor Index or options on such
futures contracts which are traded on any major U.S. exchange or (B) options
contracts related to the AMEX Telecom Index or any Successor Index which are
traded on the CBOE or any other major U.S. exchange.
(c) The unavailability, through a recognized system of public
dissemination of transaction information, for more than two hours of trading
or during the one-half hour period preceding the close of trading, of accurate
price, volume or related information in respect of 20% or more of the number
of the underlying stocks which then comprise the AMEX Telecom Index or any
Successor Index or in respect of futures contracts related to the AMEX Telecom
Index or any Successor Index, options on such futures contracts or options
contracts related to the AMEX Telecom Index or any Successor Index, in each
case traded on any major U.S. exchange.
For purposes of determining whether a Market Disruption Event has occurred:
(1) a limitation on the hours or number of days of trading
will not constitute a Market Disruption Event if it results from an announced
change in the regular business hours of the relevant exchange or market, (2) a
decision to discontinue permanently trading in the relevant futures or options
contract will not constitute a Market Disruption Event, (3) any suspension in
trading in a futures or options contract on the AMEX Telecom Index or any
Successor Index by a major securities market by reason of (x) a price change
violating limits set by such securities market, (y) an imbalance of orders
relating to such contracts or (z) a disparity in bid and ask quotes relating
to such contracts will constitute a Market Disruption Event, notwithstanding
that such suspension or material limitation is less than two hours, and (4) a
"suspension or material limitation" on an exchange or in a market will include
a suspension or material limitation of trading by one class of investors
provided that such suspension continues for more than two hours of trading or
during the last one-half hour period preceding the close of trading on the
relevant exchange or market (but will not include limitations imposed on
certain types of trading under NYSE Rule 80A or any applicable rule or
regulation enacted or promulgated by the AMEX, the NYSE, the NASDAQ, any other
self-regulatory organization or the SEC of a similar scope or as a replacement
for Rule 80A, as determined by the Calculation Agent) and will not include any
time when such exchange or market is closed for trading as part of such
exchange's or market's regularly scheduled business hours.
"NASDAQ": Nasdaq Stock Market, Inc.
5
<PAGE> 9
"Net Aggregate Term Assets Price Return Amount": Means, as of
any date of determination, an amount equal to the difference between (i) all
Term Assets Price Return Amounts paid by the Swap Counterparty to the Trust and
(ii) all Term Assets Price Return Amounts paid by the Trust to the Swap
Counterparty.
"NYSE": The New York Stock Exchange.
"Periodic Capped Return": The Periodic Capped Return for any
Reset Date (including the Final heduled Distribution Date) equals the following
fraction:
Ending Value - Starting Value
______________________________
Starting Value
provided, however, that the Periodic Capped Return shall not in any
circumstances be greater than 8%.
"Policy": The financial guaranty insurance policy issued by
the Swap Insurer pursuant to the Insurance Agreement, which guarantees the Swap
Counterparty's obligations under the Swap Agreement on a Swap Termination Date
or upon the occurrence of a Term Assets Credit Event.
"Principal Amount": With respect to an outstanding
Certificate, as determined at any time, the maximum amount that the Holder
thereof is entitled to receive as distributions allocable to principal payments
on the Term Assets or the Swap Agreement.
"Rating Agency": Each of Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. ("S&P"), and any successor to either of the
foregoing. References to "the Rating Agency" in the Agreement shall be deemed to
be each such credit rating agency.
"Record Date": With respect to any Distribution Date, the day
immediately preceding such Distribution Date.
"Relevant Issuer": Any sponsor, transferor, obligor or
guarantor of any Term Asset.
"Reset Dates": The 29th day of each month (except for
February, whose reset date is the 28th day of the month) of each year,
commencing December 29, 2000 and ending on the Final Scheduled Distribution
Date.
"Specified Currency": United States Dollars.
"Starting Value": The Starting Value for the initial Reset
Date will be 64.91, which is the value of the AMEX Telecom Index at the close of
the market on the date the Certificates are priced for initial sale to the
public. The Starting Value for each subsequent Reset Date (including the Final
Scheduled Distribution Date) will equal the Ending Value with respect to the
immediately preceding Reset Date.
6
<PAGE> 10
"Successor Index": Means the index determined by the
Calculation Agent as comparable to the AMEX Telecom Index in the event that the
AMEX discontinues the publication of the AMEX Telecom Index or another entity
publishes a successor or substitute index.
"Supplemental Distribution Date": May 29 and November 29 of
each year, commencing May 29, 2001.
"Swap Agreement": The ISDA Master Agreement, the Schedule
thereto and the Confirmation thereto, each dated as of November 29, 2000,
between the Trust and the Swap Counterparty.
"Swap Counterparty": Salomon Smith Barney Holdings, Inc.
"Swap Insurer": Ambac Assurance Corporation.
"Swap Termination Date": Means the early termination date as
defined in the Swap Agreement, which date may be designated as set forth in the
Swap Agreement upon the occurrence of certain events including, but not limited
to, (i) the third Business Day after the giving of notice of a payment default
by the Swap Counterparty under the Swap Agreement, (ii) the thirtieth day after
the giving of notice of any default by either party (other than any payment
default) under the Swap Agreement, (iii) illegality on the part of the Trust or
the Swap Counterparty to be a party to, or perform any obligation under, the
Swap Agreement, (iv) the occurrence of certain tax events specified in the Swap
Agreement, (v) any Term Assets Issuer fails to satisfy its reporting obligations
under the Exchange Act, (vi) the occurrence of certain insolvency events with
respect to either party to the Swap Agreement or (vii) the occurrence of certain
defaults by the Swap Counterparty or certain termination events under the
Insurance Agreement (such defaults and termination events include, but are not
limited to, a failure to post collateral as required under the Insurance
Agreement, a failure by the Swap Counterparty to perform its obligations under
certain other agreements which it has entered into, a failure to reimburse the
Swap Insurer for amounts paid by the Swap Insurer under the Policy, a failure of
the Swap Counterparty to maintain certain rating thresholds, and certain changes
in control of the Swap Counterparty).
"Term Assets": Means the security entitlements with respect to
securities deposited with the Trust and identified on Schedule 1 hereto together
with all cash, instruments, securities and other investment property arising
therefrom, and shall include any asset backed securities substituted for the
Term Assets and any asset backed securities or any Eligible Investments
purchased with proceeds of any of the foregoing to the extent such proceeds are
received from Affected Term Assets.
"Term Assets Credit Event": Means (i) as a result of a
reduction in payments made to holders of the Term Assets, the Trust fails to
make a payment owed to the Swap Counterparty pursuant to the Swap Agreement or
(ii) the principal amount of any of the Term Assets is reduced by the Term
Assets Issuer thereof without a corresponding payment to the holder of such Term
Asset.
"Term Assets Issuers": The issuers of the Term Assets.
7
<PAGE> 11
"Term Assets Payment Date": Means each date on which a
scheduled payment is to be made on any of the Term Assets.
"Term Assets Price Return Amount": Means, as of any Term
Assets Payment Date or the Swap Termination Date and two Business Days prior to
the Final Scheduled Distribution Date, an amount equal to the difference between
(a) the lesser of (x) the Market Value of such Term Assets as of such date and
(y) the Principal Amount of such Term Assets and (b) (i) in case of the first
Term Assets Payment Date for any Term Assets, the Principal Amount of such Term
Assets, and (ii) on all other Term Assets Payment Dates, the lesser of (x) the
Market Value of such Term Assets as of the immediately preceding Term Assets
Payment Date and (y) the Principal Amount of such Term Assets.
"Trust": TIERS(R) Principal-Protected Asset Backed
Certificates Trust Series Telecom 2000-13.
"Trust Assets": Means (i) the Term Assets, (ii) the Swap
Agreement and (iii) the Eligible Investments owned by the Trust.
"Trust Termination Event": (a) The payment in full of all
amounts due and payable under the Certificates on the Final Scheduled
Distribution Date, (b) the sale of the Term Assets and Eligible Investments, if
any, following a Swap Termination Date, the payment (or receipt) by the Trust of
amounts owed to (or to be received from) the Swap Counterparty, and the
distribution of the remaining amount to holders of the Certificates, or (c) the
sale of the Term Assets and Eligible Investments, if any, following a Term
Assets Credit Event, the payment (or receipt) by the Trust of amounts owed to
(or to be received from) the Swap Counterparty, and the distribution of the
remaining amount to holders of the Certificates.
"U.S. Holder": A citizen or resident of the United States,
(ii) a corporation or partnership organized in or under the laws of the United
States, any state thereof or the District of Columbia (except in the case of a
partnership, to the extent otherwise provided in Treasury regulations), or (iii)
an estate or trust that is a U.S. Person within the meaning of Section
7701(a)(30) of the Code.
"Voting Rights": Means the voting rights attaching to each
Certificate, which shall be based upon the principal amount of each Certificate,
except to the extent provided herein in Section 12(c).
Section 2. Creation and Declaration of Trust; Grant of Term
Assets; Acceptance by Trustee and Co-Trustee. (a) The Trust is hereby created
under the laws of the Cayman Islands for the benefit of the holders of the
Certificates. The Trust shall be irrevocable.
(b) The Depositor, concurrently with the execution and
delivery hereof and pursuant to Section 2.1 of the Agreement, has delivered or
caused to be delivered to the Co-Trustee the Term Assets.
(c) The Depositor does hereby cause to be sold, transferred,
assigned, set over and otherwise conveyed to the Co-Trustee on behalf and for
the benefit of the holders of the Certificates and the Trust, without recourse,
the Term Assets, and the Term Assets shall
8
<PAGE> 12
continuously be held by a trustee which satisfies the requirements of the TIA
and Rule 3a-7 of the Investment Company Act of 1940. The Co-Trustee shall pay
the purchase price for the Term Assets by delivering to, or at the direction of,
the Depositor, all of the Certificates.
(d) The Trustee and the Co-Trustee each hereby (i)
acknowledges such sale and deposit, pursuant to subsections (b) and (c) above,
and receipt by it of the Term Assets, (ii) accepts the trusts created hereunder
in accordance with the provisions hereof and of the Agreement but subject to the
Trustee's or the Co-Trustee's obligation, as and when the same may arise, to
make any payment or other distribution of the assets of the Trust as may be
required pursuant to this Series Supplement, the Agreement and the Certificates,
and (iii) agrees to perform the duties herein or therein required and any
failure to receive reimbursement of expenses and disbursements under Section 13
hereof shall not release the Trustee or the Co-Trustee from its duties herein or
therein.
Section 3. Designation; Authorization to Execute the Swap
Agreement. There is hereby created a Series of trust certificates to be issued
pursuant to the Agreement and this Series Supplement to be known as the
"TIERS(R) Certificates." The Certificates shall be issued in one class, in the
amount set forth in Section 5. The Certificates shall be issued in substantially
the form set forth in Exhibit C to this Series Supplement with such necessary or
appropriate changes as shall be approved by the Depositor and the Trustee, such
approval to be manifested by the authentication thereof by the Co-Trustee. The
Certificates shall evidence undivided ownership interests in the assets of the
Trust, subject to the liabilities of the Trust and shall be payable solely from
payments or property received by the Trustee or the Co-Trustee on or in respect
of the Term Assets.
The Trustee is hereby authorized and directed by the Depositor
to execute the Swap Agreement and each Certificateholder by accepting a
Certificate acknowledges and agrees to the Trustee's execution of the Swap
Agreement.
Section 4. Date of the Certificates. The Certificates that
are authenticated and delivered by the Trustee or the Co-Trustee to or upon
Depositor Order on the Closing Date shall be dated the Closing Date. All other
Certificates that are authenticated after the Closing Date for any other purpose
under the Agreement shall be dated the date of their authentication.
Section 5. Aggregate Principal Amount and Denominations;
Other Matters Concerning the Term Assets. On the Closing Date, up to 10,000
Certificates with an aggregate Principal Amount of $10,000,000 may be
authenticated and delivered under the Agreement and this Series Supplement. The
aggregate Principal Amount of the Certificates shall initially equal the
principal amount of Term Assets sold to the Co-Trustee and deposited in the
Trust. Such aggregate Principal Amount shall be calculated without regard to
Certificates authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Certificates pursuant to Sections 5.3, 5.4 or
5.5 of the Agreement. At any time, the Co-Trustee may, but in no case shall be
obligated to, exchange the Term Assets for other asset backed securities rated
in the highest rating categories of each of the Rating Agencies then rating the
Certificates; provided that, in connection with any such exchange, (i) the
consent of the Swap Counterparty is obtained, (ii) the exchange shall not result
in the reduction or withdrawal by either Rating Agency of its then existing
rating on the Certificates, (iii) the exchange shall not be made if the Term
Assets
9
<PAGE> 13
would be sold at a loss, and (iv) the exchange shall not be inconsistent
with the Trust's continued satisfaction of the applicable requirements for
exemption under Rule 3a-7 of the Investment Company Act of 1940 and all
applicable rules, regulations and interpretations thereunder. Any realized gain,
resulting from, and not utilized in, the exchange of the then currently held
Term Assets for such other asset backed securities shall be distributed to the
Certificateholders on the Supplemental Distribution Date according to the
provisions of Section 10(c) below.
In addition, the Swap Counterparty shall not direct the
Trustee to purchase any investment (Eligible Investment or Term Asset) issued by
any issuer if at the time of such purchase, and after giving effect to such
purchase, the Trust would own assets issued by more than 9 different issuers,
provided that this limitation shall not apply to obligations of the United
States of America or obligations backed by the full faith and credit of the
United States of America.
Section 6. Currency of the Certificates. All distributions
on the Certificates shall be made in the Specified Currency.
Section 7. Form of Securities. Notwithstanding any
provision to the contrary in the Base Corporate Trust Agreement, no party shall
be required to execute Certificates and the sole requirement shall be that the
Co-Trustee shall authenticate and deliver the Certificates in the form of one or
more global certificates registered in the name of the Depositary or its
nominee.
Section 8. Administrative Agent; Sub-Administrative Agent.
The provisions concerning Administrative Agent or Sub-Administrative Agent
contained in the Agreement shall not apply and all references to any
Administrative Agent or Sub-Administrative Agent contained therein shall be
disregarded for all purposes hereunder.
Section 9. Certain Provisions of Base Corporate Trust
Agreement Not Applicable. The provisions of Sections 3.12, 3.15, 4.5, 5.16 and
6.1 of the Base Corporate Trust Agreement dated as of November 29, 2000 and any
other provision of the Base Corporate Trust Agreement dated as of November 29,
2000 which imposes obligations on, or creates rights in favor of, the Trustee or
the Certificateholders as a result of or in connection with an "Event of
Default" or "Administrative Agent Termination Event" shall be inapplicable with
respect to the Certificates.
Section 10. Distributions.
(a) On the Final Scheduled Distribution Date, the Co-Trustee shall cause
the sale of the Term Assets and Eligible Investments owned by the Trust for
settlement on the Final Scheduled Distribution Date, and shall distribute the
proceeds thereof (other than the proceeds of any Eligible Investments
representing earnings on the Term Assets Price Return Amount, which shall be
distributed to Certificateholders) to the Swap Counterparty to the extent such
proceeds do not exceed the Principal Amount of, plus accrued interest on, the
Term Assets and Eligible Investments. On the Final Scheduled Distribution Date,
the Co-Trustee shall distribute to the Certificateholders the amount received
from the Swap Counterparty which is scheduled to be the Principal Amount of the
Certificates plus the Interest Distribution Amount then due on the Certificates.
10
<PAGE> 14
(b) The Co-Trustee shall distribute to the Swap Counterparty out of the
payments it receives from each Term Assets Issuer on the date received the
amounts to be paid, if any, to the Swap Counterparty pursuant to the Swap
Agreement. Notwithstanding any provision in the Base Corporate Trust Agreement
to the contrary, the Co-Trustee shall invest all Term Assets Price Return
Amounts received from the Swap Counterparty in Eligible Investments as directed
in writing by the Depositor, and interest earned on such Eligible Investments
shall be distributed to Certificateholders as set forth in Section 10(c) below.
(c) On each Supplemental Distribution Date, the Co-Trustee shall
distribute (i) the earnings, if any, from Eligible Investments purchased from
amounts paid by the Swap Counterparty which represent Term Assets Price Return
Amounts, (ii) any Excess Investment Interest, plus (iii) any realized gains
resulting from, and not utilized in, the exchange, if any, of the then currently
held Term Assets for other asset backed securities as provided in Section 5 of
this Series Supplement. Distributions of such earnings shall only be made if the
distributions equal or exceed the Distribution Threshold. If such earnings do
not equal or exceed the Distribution Threshold, the Co-Trustee shall reinvest
such earnings in such Eligible Investments as the Co-Trustee has previously been
directed in writing by the Depositor and distribute the same on the earlier of
the date the Distribution Threshold is satisfied and the Final Scheduled
Distribution Date.
(d) On the date the Swap Counterparty notifies the Co-Trustee of the
occurrence of a Swap Termination Date, the Co-Trustee shall cause the sale of
the Term Assets and the Eligible Investments, and a payment equal to the market
value of the Swap Agreement shall be made by the Co-Trustee to the Swap
Counterparty or by the Swap Counterparty to the Co-Trustee, as the case may be;
provided, however, that (a) the Co-Trustee shall have no obligation to make a
payment to the Swap Counterparty to the extent that after such payment, the
remaining proceeds from the sale of the Term Assets and Eligible Investments do
not equal or exceed the aggregate Principal Amount of the Certificates and (b)
if such proceeds, plus any payment from the Swap Counterparty to the Co-Trustee,
or minus any payment from the Co-Trustee to the Swap Counterparty, equals an
amount less than the aggregate Principal Amount of the Certificates, then the
Swap Counterparty shall pay to the Co-Trustee an amount equal to such shortfall
pursuant to the terms of the Swap Agreement. If a payment is to be made by the
Co-Trustee to the Swap Counterparty, the payment shall be made from the proceeds
of the sale of the Term Assets and the Eligible Investments on or prior to two
Business Days after the Swap Termination Date, and the remainder of the proceeds
shall be distributed to the holders of the Certificates on or prior to two
Business Days after the Swap Termination Date.
(e) Upon notification from the Swap Counterparty to the Co-Trustee of
the occurrence of a Term Assets Credit Event, the Co-Trustee shall cause of sale
of the Term Assets and Eligible Investments and use the proceeds thereof (other
than the proceeds of any Eligible Investments representing earnings on the Term
Assets Price Return Amount, which proceeds shall be paid to Certificateholders)
to pay the Net Aggregate Term Assets Price Return Amount and any Settlement
Amount (as defined in the Swap Agreement) owed to the Swap Counterparty pursuant
to the terms of the Swap Agreement. Any remaining proceeds, together with any
settlement amount paid by the Swap Counterparty to the Co-Trustee, shall
promptly be distributed to Certificateholders following such payment to the Swap
Counterparty.
11
<PAGE> 15
(f) If an amortization period occurs with respect to any Term Assets or
payments of principal are made with respect to any Term Assets prior to the
Final Scheduled Distribution Date, the principal payments received by the
Co-Trustee shall be invested in other asset backed securities rated in the
highest rating categories of each of the Rating Agencies then rating the
Certificates as directed in writing by the Swap Counterparty or, if no such
asset-backed securities are available, the Co-Trustee shall invest in Eligible
Investments as directed in writing by the Swap Counterparty. Interest earnings
on such asset-backed securities or Eligible Investments shall be paid to the
Swap Counterparty up to an amount equal to the interest that would have been
earned on the Term Assets had there been no amortization period or principal
payments. Any Eligible Investments purchased with payments of principal on
Affected Term Assets shall constitute a portion of the Term Asset which became
an Affected Term Asset.
(g) On the Final Scheduled Distribution Date or any Swap Termination
Date, as the case may be, the Co-Trustee shall distribute to the
Certificateholders the excess, if any, of the proceeds of the sale of the Term
Assets and Eligible Investments over the Principal Amount of the Term Assets and
Eligible Investments.
(h) The Co-Trustee agrees to make the payments referred to under Section
6(b) and the other sections of the Confirmation to the Swap Agreement as and
when required under the Swap Agreement, and agrees that the Term Assets and
Eligible Investments shall not be sold except pursuant to Section 12(f) or to
the extent necessary to make payments due under the Swap Agreement, and further
agrees that only Eligible Investments (and not Term Assets) shall be sold to pay
any Term Assets Price Return Amount due from the Co-Trustee to the Swap
Counterparty.
(i) Distributions to the Certificateholders on each Distribution Date
shall be made to the Certificateholders of record on the Record Date.
(j) All distributions to Certificateholders shall be allocated pro rata
among the Certificates based on their respective Principal Amounts as of the
Record Date.
(k) Notwithstanding any provision of the Agreement to the contrary, to
the extent funds are available, the Co-Trustee shall initiate payment in
immediately available funds by not later than 2:30 P.M. (New York City time) or
such earlier time as would allow the Depository to make payment on each
Distribution Date of all amounts payable to each Certificateholder with respect
to any Certificate held by such Certificateholder or its nominee (without the
necessity for any presentation or surrender thereof or any notation of such
payment thereon) in the manner and at the address as each Certificateholder may
from time to time direct the Co-Trustee in writing fifteen days prior to such
Distribution Date requesting that such payment shall be so made and designating
the bank account to which such payments shall be so made. The Co-Trustee shall
be entitled to rely on the last instruction delivered by the Certificateholder
pursuant to this Section 10(k) unless a new instruction is delivered 15 days
prior to a Distribution Date.
(l) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Series Supplement. Neither the
Trustee nor the Co-Trustee shall in any way be
12
<PAGE> 16
responsible or liable to the Certificateholders nor shall any Certificateholder
in any way be responsible or liable to any other Certificateholder in respect of
amounts previously distributed on the Certificates based on their respective
Principal Amounts.
(m) Upon receipt of any Term Assets Price Return Amounts, any payments
of principal on the Term Assets or at any other time the Trustee is holding
uninvested funds, if the Depositor or the Swap Counterparty, as applicable, does
not provide written investment directions to the Co-Trustee on the day any such
funds are received (or if such funds are received after 5:00 P.M., on the next
Business Day), any such funds shall be invested in the Eligible Investments
specified in clause (b) of the definition thereof. In addition, on the day any
such funds are received, or any funds are held uninvested, the Co-Trustee shall
notify the Depositor and Swap Counterparty thereof in writing.
Section 11. Termination of Trust. (a) The Trust shall
terminate upon the occurrence of any Trust Termination Event.
(b) Except for any reports and other information required to be provided
to Certificateholders hereunder and under the Agreement and except as otherwise
specified herein and therein, the obligations of the Trustee and the Co-Trustee
shall terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them and the disposition of all Term Assets held
by the Trustee and the Co-Trustee. The Trust shall thereupon terminate, except
for surviving rights of indemnity.
Section 12. Limitation of Powers and Duties. (a) The
Trustee and any co-trustee shall administer the Trust and the Term Assets solely
as specified herein and in the Agreement.
(b) The Trust is constituted solely for the purpose of acquiring and
holding the Term Assets, any asset backed securities substituted for the Term
Assets and any asset backed securities or any Eligible Investments purchased
with principal proceeds of the Term Assets, and taking the other actions
explicitly authorized hereunder. Neither the Co-Trustee nor any co-trustee is
authorized to acquire any other investments or engage in any activities not
authorized herein and, in particular, unless expressly provided in the
Agreement, neither the Trustee nor any co-trustee is authorized (i) except as
explicitly provided herein, to sell, assign, transfer, exchange, pledge, set-off
or otherwise dispose of any of the Term Assets, once acquired, or interests
therein, including to Certificateholders, (ii) to merge or consolidate the Trust
with any other entity, (iii) to incur any indebtedness or (iv) to do anything
that would materially increase the likelihood that the Trust will be considered
to be engaged in a trade or business in the United States for federal income tax
purposes.
(c) The parties acknowledge that the Trustee has the right to vote and
give consents and waivers in respect of the Term Assets and enforce the other
rights, if any, of a holder of the Term Assets, except as otherwise limited by
the Agreement or this Series Supplement. The Trustee shall consent or vote, or
refrain from consenting or voting, in the same proportion (based on the
principal balances of the Term Assets) as the Term Assets were actually voted or
not voted by the holders thereof as of the date determined by the Trustee prior
to the date such vote or consent is required; provided, however, that,
notwithstanding anything
13
<PAGE> 17
to the contrary in the Agreement or this Series Supplement, the Trustee shall at
no time vote in favor of or consent to any matter (i) which would alter the
timing or amount of any payment on the Term Assets (including, without
limitation, any demand to accelerate the Term Assets) or (ii) which would result
in the exchange or substitution of any Term Asset pursuant to a plan for the
refunding or refinancing of such Term Asset, except in each case with the
unanimous consent of the Certificateholders and subject to the requirement that
such vote would not materially increase the likelihood that the Trust will be
considered to be engaged in a trade or business in the United States for federal
income tax purposes. The Trustee shall have no liability for any failure to act
or to refrain from acting resulting from the Certificateholders' late return of,
or failure to return, directions requested by the Co-Trustee from the
Certificateholders.
Notwithstanding any provision of the Agreement to the
contrary, to the extent that any Certificateholder owns 10% or more in aggregate
principal amount of all the outstanding Certificates, such Certificateholder's
Voting Rights shall be limited and such Certificateholder shall be treated, for
voting purposes only, as if it owns 9.75% in aggregate principal amount of all
the outstanding Certificates. The additional votes that, but for this provision,
would have been allocated to such Certificateholder shall be voted in the same
proportion as all outstanding Certificates (other than the Certificates of such
Certificateholder) were voted; provided, however, that if any Certificateholder
as a result of such allocation has Voting Rights in excess of 9.75%, such
Certificateholder shall treated and such excess in votes shall be reallocated in
the manner described above in this paragraph, so that no Certificateholder shall
have votes in excess of 9.75% of the aggregate principal amount of all the
outstanding Certificates.
(d) Notwithstanding any provision of the Agreement to the contrary, the
Co-Trustee may require from the Certificateholders prior to taking any action at
the direction of the Certificateholders, an indemnity agreement of a
Certificateholder or any of its Affiliates to provide for security or indemnity
against the costs, expenses and liabilities the Trustee and the Co-Trustee may
incur by reason of any such action. An unsecured indemnity agreement, if
acceptable to the Trustee and the Co-Trustee, shall be deemed to be sufficient
to satisfy such security or indemnity requirement.
(e) Notwithstanding any provision of the Agreement to the contrary, the
Trustee and the Co-Trustee shall act as the Authenticating Agents,
Paying Agents, and Registrar.
(f) The Trustee shall have the power, at any time, to exchange the Term
Assets for other asset backed securities rated in the highest rating category of
at least one nationally recognized rating agency; provided that, in connection
with any such exchange, the consent of the Swap Counterparty must be obtained,
the exchange shall not result in the reduction or withdrawal by either Moody's
Investors Service, Inc. or Standard and Poor's Ratings Services of its then
existing rating on the Certificates, and the exchange shall not be inconsistent
with the Trust's continued satisfaction of the applicable requirements for
exemption under Rule 3a-7 of the Investment Company Act of 1940 and all
applicable rules, regulations and interpretations thereunder.
Section 13. Compensation of Trustee and Co-Trustee. The
Trustee and the Co-Trustee shall be entitled to receive from the Depositor as
compensation for their respective
15
<PAGE> 18
services hereunder, fees pursuant to a separate agreement among the Trustee, the
Co-Trustee and the Depositor, and shall be reimbursed for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or the
Co-Trustee (including the reasonable compensation, disbursements and expenses of
its counsel and other persons not regularly in its employ). The Depositor shall
indemnify and hold harmless the Trustee and the Co-Trustee and their successors,
assigns, agents and servants against any and all loss, liability or reasonable
expense (including attorney's fees) incurred by it in connection with the
administration of this trust and the performance of its duties thereunder. The
Trustee and the Co-Trustee shall notify the Depositor promptly of any claim for
which it may seek indemnity. Failure by the Trustee or the Co-Trustee to so
notify the Depositor shall not relieve the Depositor of its obligations
hereunder. The Depositor need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee or the Co-Trustee through the
Trustee or the Co-Trustee's own willful misconduct, negligence or bad faith. The
indemnities contained in this Section 13 shall survive the resignation or
termination of the Trustee or the Co-Trustee or the termination of this
Agreement.
Failure by the Depositor to pay, reimburse or indemnify the
Trustee or the Co-Trustee shall not entitle the Trustee or the Co-Trustee to any
payment, reimbursement or indemnification from the Trust, nor shall such failure
release the Trustee or the Co-Trustee from the duties it is required to perform
under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts
shall not be borne by the Trust and shall not constitute a claim against the
Trust, but shall be borne by the Trustee or the Co-Trustee in its individual
capacity, and the Trustee or the Co-Trustee shall have no recourse against the
Trust with respect thereto.
Section 14. Modification or Amendment. The Trustee shall not
enter into any modification or amendment of the Agreement or this Series
Supplement unless such modification or amendment is in accordance with Section
10.1 of the Agreement. Further, no amendment or modification to this amendment
of the Agreement or this Series Supplement shall become effective unless and
until each Rating Agency which then rates the Certificates has provided written
confirmation that its then existing rating on the Certificates will not be
qualified, reduced, withdrawn or suspended as a result of such amendment or
modification.
Section 15. Accounting. Pursuant to Section 4.2 of the
Agreement, Reports to Certificateholders, the Trustee shall cause the statements
to be prepared and forwarded as provided therein.
Section 16. Reports to Certificateholders; Other Tax
Matters. The Depositor shall cause to be prepared and delivered to the Trustee
or Co-Trustee an annual income statement for the Trust together with such other
information as is necessary for the Holders of Certificates to make an effective
qualified electing fund (or "QEF") election pursuant to section 1295 of the Code
and to file IRS Form 5471 or any successor form. The Depositor shall cause such
items to be delivered to the Trustee or Co-Trustee on or prior to each November
29, commencing November 29, 2001, and such items shall address the tax year for
the Trust which ended on the October 31 immediately prior to such November 29.
The Trustee shall cause such income statement and other information to be
delivered to Holders of Certificates within five Business Days of receipt of the
same from the Depositor. The Trustee or the Co-Trustee shall also (as soon as
practicable) cause a copy of the executed IRS Form 8832 to be delivered to all
persons
15
<PAGE> 19
who were Holders of the Certificates during the Trust's first taxable year. The
Trustee shall notify the Depositor on or about each October 31 of the
Depositor's obligation to provide such income statement and other information.
Each holder of a Certificateholder will be deemed to have
represented either that (i) it holds (either directly or indirectly) less than
10% of all the Certificates or (ii) if it holds 10% (either directly or
indirectly) or more of the Certificates, that it either (x) is not a U.S. Holder
and it is not owned (directly or indirectly) by a U.S. Holder or, in order to
reduce the risk that the Trust would be classified as a foreign personal holding
company, or (y) is a corporation that is not related to any Relevant Issuer and
(a) whose stock is publicly traded on a national securities exchange, (b) is a
mutual insurance company, or (c) is a direct or indirect subsidiary of such a
corporation or insurance company. In addition, each Holder of a registered
Certificate will be deemed to have consented to identify all the beneficial
owners of its Certificate and to provide the Trust with any reasonably requested
information that the Trust requests to help it determine its status for United
States federal income tax purposes. Further, the Trust may require any
Certificateholder to provide it with written certifications in respect of any
representation deemed made by it.
Section 17. No Event of Default. There shall be no Events
of Default defined with respect to the Certificates.
Section 18. Notices. (a) All directions, demands and notices
hereunder and under the Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered or mailed by first
class mail, postage prepaid or by express delivery service or by certified mail,
return receipt requested or delivered in any other manner specified herein, (i)
in the case of the Depositor, to Structured Products Corp., 390 Greenwich
Street, 6th Floor, New York, New York 10013, Attention: Secretary, or such other
address as may hereafter be furnished to the Co-Trustee in writing by the
Depositor, and (ii) in the case of the Trustee, to U.S. Bank National
Association, Cayman Islands Branch, c/o IBJ Whitehall Bank and Trust Company,
P.O. Box 1040 GT, Grand Cayman, Cayman Islands with a copy to U.S. Bank Trust
National Association, 100 Wall Street, Suite 1600, New York, New York 10005, or
such other address as may hereafter be furnished to the Depositor in writing by
the Trustee.
(b) For purposes of delivering notices to the Rating Agency under
Section 10.7, Notice to Rating Agency, of the Agreement or otherwise, such
notices shall be mailed or delivered as provided in Section 10.7, Notice to
Rating Agency, to: Standard & Poor's Ratings Services, 55 Water Street, New
York, New York 10041; and Moody's Investors Service, Inc., Structured Derivative
Products, 99 Church Street, New York, New York 10007; or such other address as
the Rating Agency may designate in writing to the parties hereto.
(c) Notwithstanding any provisions of the Agreement to the contrary, the
Trustee and the Co-Trustee shall deliver all notices or reports required to be
delivered to or by the Trustee or the Co-Trustee or the Depositor to the
Certificateholders without charge to such Certificateholders.
(d) Upon receipt of notice from the Calculation Agent that a Successor
Index has been chosen, the Co-Trustee will cause notice thereof to be furnished
to the Certificateholders.
16
<PAGE> 20
Section 19. Access to Certain Documentation. Access to
documentation regarding the Term Assets shall be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Agreement,
Access to Certain Documentation. Additionally, the Trustee and the Co-Trustee
shall provide at the request of any Certificateholder without charge to such
Certificateholder the name and address of each Certificateholder of Certificates
hereunder as recorded in the Certificate Register for purposes of contacting the
other Certificateholders with respect to their rights hereunder or for the
purposes of effecting purchases or sales of the Certificates, subject to the
transfer restrictions set forth herein.
Section 20. Advances. There is no Administrative Agent
specified herein; hence no person shall be permitted or obligated to make
Advances as described in Section 4.3 of the Agreement.
Section 21. Ratification of Agreement. With respect to the
Series issued hereby, the Agreement, as supplemented by this Series Supplement,
is in all respects ratified and confirmed and the Agreement as so supplemented
by this Series Supplement shall be read, taken and construed as one and the same
instrument. To the extent there is any inconsistency between the terms of the
Agreement and this Series Supplement, the terms of this Series Supplement shall
govern.
Section 22. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
Section 23. Governing Law. This Series Supplement and each
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the Cayman Islands applicable to agreements made and to be
performed entirely therein without reference to such Cayman Islands' principles
of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby, and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws.
Section 24. Certificate of Compliance. The Depositor shall
deliver to the Trustee and the Co-Trustee on or prior to October 31 of each year
prior to a Trust Termination Event the Officer's Certificate as to compliance as
required by Section 6.1(b) of the Base Corporate Trust Agreement.
Section 25. Tax Year of Trust. The Trust shall have a tax
year which commences on November 1 of a year and ends on October 31 of the
following year; provided that, the initial tax year for the Trust shall commence
on November 1, 2000 and end on October 31, 2001.
Section 26. Matters Concerning the Co-Trustee. The
Co-Trustee shall be an Authenticating Agent for the Certificates and shall
continuously maintain a Responsible Officer for the Trust.
Section 27. Notice to Depositor and Others Regarding
Reports. The Trustee agrees to provide a copy to the Depositor and Orrick,
Herrington & Sutcliffe LLP of each report
17
<PAGE> 21
sent to Holders of Certificates as well as a notice on each October 31,
commencing October 31, 2001, as to whether any distributions were made to
Holders of the Certificates.
Section 28. The Policy. The Trustee agrees to demand
payment, and undertake all necessary actions in order to obtain payment, under
the Policy in the event the Swap Counterparty fails to make a payment when due
under the Swap Agreement and the Swap Agreement has terminated.
If (i) the Swap Counterparty fails to make a payment two Business Days
prior to the Final Scheduled Distribution Date, as provided in the Swap
Agreement, (ii) the Trustee has not otherwise received such payment by such
second Business Day prior to the Final Scheduled Distribution Date, and (iii)
the Trustee has not received reasonable assurances from the Swap Insurer that
such payment will be made on or prior to the Final Scheduled Distribution Date,
then the Trustee agrees to exercise its right to terminate the Swap Agreement,
and further agrees to take reasonable measures to make a claim for payment under
the Policy.
18
<PAGE> 22
IN WITNESS WHEREOF, the parties hereto have caused this Series
Supplement to be executed by their respective duly authorized officers as of the
date first above written.
<TABLE>
<CAPTION>
<S> <C>
Executed as a Deed U.S. BANK NATIONAL ASSOCIATION,
by CAYMAN ISLANDS BRANCH, as Trustee
------------------------
on behalf of
U.S. BANK NATIONAL ASSOCIATION,
CAYMAN ISLANDS BRANCH, as Trustee
By:
---------------------------
Authorized signatory
In the presence of
--------------------------
Authorized signatory
Witness
Executed as a Deed STRUCTURED PRODUCTS CORP., as
by Matthew R. Mayers Depositor
on behalf of
STRUCTURED PRODUCTS CORP., By:
as Depositor ---------------------------
Authorized Signatory
In the presence of
--------------------------
Authorized Signatory
Witness
Executed as a Deed Accepted and Agreed to:
by U.S. BANK TRUST NATIONAL
------------------------
on behalf of ASSOCIATION, as Co-Trustee
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Co-Trustee
By:
---------------------------
Authorized signatory
In the presence of
--------------------------
Authorized signatory
Witness
</TABLE>
<PAGE> 23
ACCEPTANCE BY CALCULATION AGENT:
Salomon Smith Barney Inc. hereby accepts the duties and obligations of
the Calculation Agent set forth in this Series Supplement as of the date set
forth above.
SALOMON SMITH BARNEY INC.
By:
-------------------------------
Its:
-------------------------------
2
<PAGE> 24
APPENDIX A
IDENTIFICATION OF TERM ASSETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Issuer: Capital One Master Trust MBNA Master Credit Card Trust II
----------------------------- ------------------------------------------ ---------------------------------------
<S> <C> <C>
Term Assets: Class A Floating Rate Asset Backed Class A Floating Rate Asset Backed
Certificates, Series 2000-3 Certificates, Series 1999-L
----------------------------- ------------------------------------------ ---------------------------------------
Original Principal Amount
Issued: $807,500,000 $637,500,000
----------------------------- ------------------------------------------ ---------------------------------------
CUSIP No.: 14040K BH 0 55262T EW 9
----------------------------- ------------------------------------------ ---------------------------------------
Stated Interest Rate: One Month LIBOR + 0.19% One Month LIBOR + 0.25%
----------------------------- ------------------------------------------ ---------------------------------------
Interest Payment Dates: Monthly on the 15th Monthly on the 15th
----------------------------- ------------------------------------------ ---------------------------------------
Principal Amount of Term
Assets Under the Trust
Agreement: $1,800,000 $3,200,000
----------------------------- ------------------------------------------ ---------------------------------------
<CAPTION>
----------------------------- ------------------------------------------------
Issuer Discover Card Master Trust I
:----------------------------- -----------------------------------------------
<S> <C>
Term Assets: Floating Rate Class A Certificates, Series
2000-4
----------------------------- -----------------------------------------------
Original Principal Amount
Issued: $650,000,000
----------------------------- -----------------------------------------------
CUSIP No.: 25466K CW 7
----------------------------- -----------------------------------------------
Stated Interest Rate: One Month LIBOR + 0.21%
----------------------------- -----------------------------------------------
Interest Payment Dates: Monthly on the 15th
----------------------------- -----------------------------------------------
Assets Under the Trust
Agreement: $5,000,000
----------------------------- -----------------------------------------------
</TABLE>
The above summary is qualified in its entirety by reference to the Term
Assets Prospectuses. Neither the Depositor nor any of its affiliates make any
representation about the completeness, accuracy or timeliness of information in
the Term Assets Prospectuses.
AVAILABLE INFORMATION
Each Term Assets Issuer is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Reports, proxy statements and other information filed by the
Term Assets Issuers with the Commission pursuant to the informational
requirements of the Exchange Act can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, Seven World Trade Center,
13th Floor, New York, New York 10048, and Chicago Regional Office, John C.
Kluczynski Federal Building, Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
maintained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
at http://www.sec.gov containing reports, proxy statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy statements and other information can also be inspected at the
offices of any stock exchange on which a Term Assets Issuer' securities are
listed.
A-1
<PAGE> 25
EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
<TABLE>
<CAPTION>
<S> <C>
Maximum Number of TIERS(R)
Certificates Up to 10,000
Aggregate Principal Amount
of TIERS(R) Certificates: $10,000,000
Authorized Denomination: $1,000 and integral multiples thereof
Rating Agencies: Standard & Poor's Ratings Services and Moody's Investors
Service, Inc.
Closing Date: November 29, 2000
Payment on the Final Scheduled
Distribution Date $1,000 plus the Interest Distribution Amount, if any.
Final Scheduled Distribution Date: November 29, 2005
Record Date: With respect to any Distribution Date, the day immediately
preceding such Distribution Date.
Trustee's and Co-Trustee's Fees: The Trustees and the Co-Trustee's fees shall be payable by the
Depositor pursuant to a separate fee agreement among the
Trustee, the Co-Trustee and the Depositor.
Initial Certificate Registrar: U.S. Bank National Association, Cayman Islands Branch and U.S.
Bank Trust National Association.
Corporate Trust Office: U.S. Bank National Association, Cayman Islands Branch, c/o IBJ
Whitehall Bank and Trust Company, P.O. Box 1040 GT, Grand
Cayman, Cayman Islands
</TABLE>
B-1
<PAGE> 26
EXHIBIT C
FORM OF CERTIFICATES
THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
DEPOSITOR, THE TRUSTEE, THE CO-TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CERTIFICATE NUMBER Certificates
CUSIP: $ Aggregate Par Amount
TIERS(R) CERTIFICATES
THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in TIERS(R)
Principal-Protected Asset Backed Certificates Trust Series Telecom 2000-13 (the
"Trust") formed by Structured Products Corp., as depositor (the "Depositor").
The Trust was created pursuant to a Base Corporate Trust Agreement,
dated as of November 29, 2000 (the "Agreement"), between the Depositor and U.S.
Bank National Association, Cayman Islands Branch, not in its individual capacity
but solely as Trustee (the "Trustee"), as supplemented by the TIERS(R) Asset
Backed Supplement Series Telecom 2000-13 dated as of November 29, 2000 (the
"Series Supplement" and, together with the Agreement, the "Corporate Trust
Agreement"), between the Depositor and the Trustee, each as accepted by U.S.
Bank Trust National Association, not in its individual capacity but solely as
Co-Trustee (the "Co-Trustee"). This Certificate does not purport to summarize
the Corporate Trust Agreement and reference is hereby made to the Corporate
Trust Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Co-Trustee with respect hereto. A copy of the
Corporate Trust Agreement may be obtained from the Co-Trustee by written request
sent to U.S. Bank Trust National Association, 100 Wall Street, Suite 1600, New
York, New York 10005, facsimile number
C-1
<PAGE> 27
(212) 809-5459 or (212) 509-3384. Capitalized terms used but not defined herein
have the meanings assigned to them in the Corporate Trust Agreement.
This Certificate is one of the duly authorized Certificates designated
as "TIERS(R) Certificates" (herein called the "Certificate" or "Certificates").
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Corporate Trust Agreement, to which Corporate Trust Agreement
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The assets of the Trust include the Term Assets, the
Swap Agreement and the Eligible Investments held by the Trust.
Under the Corporate Trust Agreement, there shall be distributed on the
dates specified in the Corporate Trust Agreement (a "Distribution Date"), to the
person in whose name this Certificate is registered at the close of business on
the related Record Date, such Certificateholder's fractional undivided interest
in the amount of distributions to be distributed to Certificateholders on such
Distribution Date.
The distributions in respect of this Certificate are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts as set forth in the
Corporate Trust Agreement.
Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder shall not, prior to the date which is one
year and one day after the termination of the Corporate Trust Agreement,
acquiesce, petition or otherwise invoke or cause the Depositor to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Depositor under any federal or state bankruptcy,
insolvency, reorganization or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Depositor.
Each Certificateholder, by its acceptance of a Certificate, agrees that
for the purposes of federal income taxes, state and local income and franchise
taxes and any other taxes imposed upon, measured by or based upon, gross or net
income, it will treat the Trust as a foreign corporation that is not engaged in
a trade or business in the United States for federal income tax purposes, and
agrees, unless otherwise required by appropriate tax authorities, to file its
own tax returns and reports in a manner consistent with such characterization.
The Corporate Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Co-Trustee by manual signature, this
Certificate shall not entitle the Holder hereof to any benefit under the
Corporate Trust Agreement or be valid for any purpose.
A copy of the Corporate Trust Agreement is available upon request and
all of its terms and conditions are hereby incorporated by reference and made a
part hereof.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
CAYMAN ISLANDS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
C-2
<PAGE> 28
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by its manual or facsimile signature.
U.S. BANK NATIONAL ASSOCIATION,
CAYMAN ISLANDS BRANCH, not in its individual
capacity but solely as Trustee
C-3
<PAGE> 29
IN WITNESS WHEREOF, the Co-Trustee has caused this Certificate to be
duly authenticated by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL ASSOCIATION,
NOT IN ITS INDIVIDUAL CAPACITY BUT
SOLELY AS CO-TRUSTEE AND
AUTHENTICATING AGENT
By:
----------------------------------
Authorized Signatory
C-4
