EXHIBIT 4.1
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SERIES SUPPLEMENT
TVA SECURITY-BACKED TRUST, SERIES 1998-1
BETWEEN
SOUTHPOINT STRUCTURED ASSETS, INC.,
as Depositor
AND
BANK ONE, WEST VIRGINIA, N.A.,
as Trustee
TVA SECURITY-BACKED CERTIFICATES
Series 1998-1
DATED AS OF MARCH 19, 1998
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TABLE OF CONTENTS
SECTION 1. INCORPORATION OF STANDARD TERMS.......................... 1
SECTION 2. DEFINITIONS.............................................. 1
SECTION 3. DESIGNATION OF TRUST AND CERTIFICATES.................... 6
SECTION 4. CALL WARRANT............................................. 6
SECTION 5. [RESERVED]............................................... 6
SECTION 6. SATISFACTION OF CONDITIONS TO INITIAL EXECUTION AND
DELIVERY OF TRUST CERTIFICATES........................... 7
SECTION 7. DISTRIBUTIONS............................................ 7
SECTION 8. TRUSTEE'S FEES........................................... 7
SECTION 9. EARLY TERMINATION........................................ 7
SECTION 10. EVENTS OF DEFAULT........................................ 8
SECTION 11. ASSIGNMENT OF CALL WARRANT............................... 8
SECTION 12. INFORMATION TO WARRANTHOLDER............................. 8
SECTION 13. MISCELLANEOUS............................................ 9
SECTION 14. NOTICES.................................................. 9
SECTION 15. GOVERNING LAW............................................ 10
SECTION 16. COUNTERPARTS............................................. 11
SCHEDULE I UNDERLYING SECURITIES SCHEDULE
SCHEDULE II DESCRIPTION OF THE CALL WARRANT
EXHIBIT A STANDARD TERMS FOR TRUST AGREEMENTS
EXHIBIT B FORM OF CERTIFICATE
EXHIBIT C FORM OF ASSIGNMENT FOR CALL WARRANT
EXHIBIT D FORM OF TRANSFEREE LETTER FOR CALL WARRANT
TVA SECURITY-BACKED CERTIFICATES
SERIES SUPPLEMENT
SERIES 1998-1
SERIES SUPPLEMENT, Series 1998-1, dated as of March 19, 1998 (the "Series
Supplement"), by and between SOUTHPOINT STRUCTURED ASSETS, INC., as Depositor
(the "Depositor"), and BANK ONE, WEST VIRGINIA, N.A., as Trustee (the
"Trustee").
WITNESSETH
WHEREAS, the Depositor desires to create the Trust designated herein (the
"Trust") by executing and delivering this Series Supplement , which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
November 1, 1996 (the "Standard Terms"; together with this Series Supplement,
the "Trust Agreement"), by and between the Depositor and the Trustee, as
modified by this Series Supplement;
WHEREAS, the Depositor desires to deposit the TVA Security set forth on
Schedule I hereto into the Trust (subject to the Call Warrant );
WHEREAS, in connection with the creation of the Trust, and the deposit
therein of the TVA Security it is desired to provide for (i) the issuance of the
Certificates (the "Certificates") evidencing undivided interests in the Trust,
and (ii) the retention by the Depositor of the Call Warrant (the "Call Warrant")
evidencing the right to purchase, under the terms set forth herein, the TVA
Security; and
WHEREAS, the Trustee has joined in the execution of the Standard Terms and
this Series Supplement to evidence the acceptance by the Trustee of the Trusts;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants expressed herein, it is hereby agreed by and between the Depositor
and the Trustee as follows:
Section 1. Incorporation of Standard Terms. All of the provisions of the
Standard Terms, a copy of which is attached hereto as Exhibit A, are hereby
incorporated herein by reference in their entirety and this Series Supplement
and the Standard Terms shall form a single agreement between the parties. In
the event of any inconsistency between the provisions of this Series Supplement
and the provisions of the Standard Terms, the provisions of this Series
Supplement will control with respect to the transactions described herein.
Section 2. Definitions. (a) Except as otherwise specified herein or as the
context may otherwise require, the following terms shall have the respective
meanings set forth below for all purposes under this Series Supplement. (Section
2(b) below sets forth terms
listed in the Standard Terms which are not applicable to this Series.)
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Standard Terms.
"Available Funds" shall mean the sum of all amounts received on or with
respect to the TVA Security (including investment income on Eligible
Investments associated with the investment of any funds in the Trust) during the
preceding Collection Period.
"Call Warrant" shall mean the "Series 1998-1 Call Warrant" (as described on
Schedule II hereto) evidencing the right to purchase the TVA Security on an
Early Termination Date pursuant to the Early Termination provisions of Section 9
hereof.
"Certificates" shall mean those certificates in substantially the form
set forth in Exhibit B hereto.
"Closing Date" shall mean March 19, 1998.
"Collection Period" shall mean, (i) with respect to each June 15
Distribution Date, the period beginning on the day after the December 15
Distribution Date of the previous year and ending on such June 15 Distribution
Date, inclusive, except for the June 15, 1998 Distribution Date, as to which the
Collection Period shall be the period beginning on Closing Date and ending on
such June 15, 1998 Distribution Date, inclusive and, (ii) with respect to each
December 15 Distribution Date, the period beginning on the day after the June 15
Distribution Date of that year and ending on such December 15 Distribution Date,
inclusive; provided, however, that clauses (i) and (ii) shall be subject to
Section 13(f) hereof.
"Corporate Trust Office" shall mean the office of Bank One West Virginia,
N.A. located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Corporate Trust Department.
"Currency" shall mean United States dollars.
"Cut-off Date" shall mean March 19, 1998.
"Depository" shall mean the Depository Trust Company.
"Distribution Date" shall mean June 15 and December 15 of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on June 15, 1998 and ending on the earlier of the Final Scheduled Distribution
Date and the Early Termination Date.
"Early Termination" shall mean the payment in full of Certificates by the
Trust pursuant to Section 9 hereof.
"Early Termination Date" shall mean any day on or after June 15, 2001.
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"Early Termination Price" shall mean the outstanding principal amount of
the Certificates subject to Early Termination plus accrued interest to the Early
Termination Date.
"Eligible Account" shall have the meaning specified in the Standard Terms.
"Eligible Investments" shall be United States Treasury bills.
"Event of Default" shall mean (i) a default in the payment of any interest
on any Underlying Security after the same becomes due and payable (subject to
any applicable grace period), and (ii) a default in the payment of the principal
of or any installment of principal of any Underlying Security when the same
becomes due and payable.
"Final Scheduled Distribution Date" shall mean December 15, 2017.
"Interest Accrual Period" shall mean for any Distribution Date, the period
from and including the preceding Distribution Date (or in the case of the first
Interest Accrual Period, from and including the Cut-off Date) to but excluding
the current Distribution Date.
"Liquidation Price" shall mean, with respect to any Underlying Security,
par plus accrued interest to the Early Termination Date.
"Ordinary Expenses" shall mean the compensation due the Trustee for
Ordinary Expenses (as defined in the Standard Terms), which shall be fixed and
paid from funds other than Trust Property.
"Pass-Through Rate" shall mean 6.25% per annum.
"Prospectus Supplement" shall mean the Prospectus Supplement, dated March
16, 1998, relating to the Certificates.
"Rating Agency" shall mean S&P.
"Rating Agency Condition" shall have the meaning specified in the Standard
Terms.
"Record Date" shall mean the day immediately preceding each Distribution
Date.
"Required Interest" shall have the meaning specified in the Standard Terms.
"Required Principal" shall have the meaning specified in the Standard
Terms; provided, however, that in the case of an Early Termination, Required
Principal shall be the Early Termination Price.
"Required Rating" shall mean "AAA", as assigned by S&P as of the Closing
Date.
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"S&P" shall mean Standard & Poor's Ratings Services, a subsidiary of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
"Series" shall mean Series 1998-1.
"Trust Property" shall mean (i) the Underlying Security described on
Schedule I (exclusive of the Call Warrant) hereto; (ii) all payments on or
collections in respect of such Underlying Security accrued on or after the Cut-
off Date together with any proceeds thereof; and (iii) all funds from time to
time deposited with the Trustee relating to the Certificates and any investments
thereof, together with any and all income, proceeds and payments with respect
thereto.
"TVA Security" or "Underlying Security" shall mean the Tennessee Valley
Authority Power Bond 1997 Series E listed on the Underlying Securities Schedule
attached hereto as Schedule I.
"Underlying Securities Issuer" shall mean the Tennessee Valley Authority.
"Voting Rights" shall, in the entirety, be allocated separately to the
Certificateholders in proportion to the then outstanding principal balances of
the Underlying Securities and their respective Certificates, respectively.
"Warrantholder" shall mean initially the Depositor and upon assignment
thereof the holder of the Call Warrant.
(b) The terms listed below are not applicable to this Series.
"Accounting Date"
"Advance"
"Authorized Newspaper"
"Basic Documents"
"Call Premium Percentage"
"Class"
"Credit Support"
"Credit Support Instrument"
"Credit Support Provider"
"Discount Certificate"
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"Floating Pass-Through Rate"
"Floating Rate Certificate"
"Guaranteed Investment Contract"
"Interest Strip"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
"Market Agent"
"Market Agent Agreement"
"Notional Amount"
"Prepaid Ordinary Expenses"
"Required Premium"
"Requisite Reserve Amount"
"Reserve Account"
"Retained Interest"
"Sales Procedure"
"Sub-Administration Agreement"
"Sub-Administration Agent"
"Surety Bond"
"Swap Agreement"
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
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"Swap Guarantor"
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. (a) The Trust created
hereby shall be known as the "TVA Security-Backed Trust, Series 1998-1" and the
Certificates evidencing certain undivided ownership interests therein shall be
known as "TVA Security-Backed Certificates, Series 1998-1."
(b) It is the intention of all of the parties hereto that the transfer of
the Trust Property hereunder and under the Standard Terms shall constitute a
sale and the Trust created hereunder and thereunder shall constitute a fixed
investment trust for federal income tax purposes under Treasury Regulation
Section 301.7701-4 and a grantor trust under the Internal Revenue Code of 1986,
as amended, and all parties hereto and thereto agree to treat the Trust, any
distributions therefrom and the beneficial interest in the Certificates
consistently with such characterization. The provisions of this Trust Agreement
shall be interpreted consistently with such characterization.
(c) The Certificates shall be held through the Depository in book-entry
form and shall be substantially in the form attached hereto as Exhibit B. The
Certificates shall be issued in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. Except as provided in the Standard
Terms, the Trust shall not issue additional Certificates or incur any
indebtedness.
Section 4. Call Warrant. (a) The Trust Property of the Trust created hereby
does not include the Call Warrant. The transfer and exchange of the Call
Warrant shall be administered by the Trustee on behalf of the Depositor as
initial Warrantholder or any successor thereto and the Trustee shall keep a
written record of all such assignments. The Underlying Security shall be held by
the Trustee for the benefit of the Warrantholder as well as the
Certificateholders subject to such rights as the Certificateholders may have
prior to the exercise of the Call Warrant.
(b) The Call Warrant will be uncertificated and shall be as described in
Schedule II attached hereto. The Call Warrant will be initially retained by the
Depositor and may be transferred by the Depositor or any successor Warrantholder
to another party in accordance with the provisions of Section 11 hereof at the
sole option of the Depositor or the Warrantholder, as applicable, without the
consent of the Certificateholders or any other party. The beneficial ownership
interest in the Call Warrant will be recorded on the records of the Trustee.
Notwithstanding any other provision of this Trust Agreement, the Trustee shall
not agree to any amendment or modification of this Trust Agreement (including
the Standard Terms) which would adversely affect in any material respect the
holder of the Call Warrant without the consent of such Warrantholder.
Section 5. [Reserved].
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Section 6. Satisfaction of Conditions to Initial Execution and Delivery of
Trust Certificates. The Trustee hereby acknowledges receipt, on or prior to the
Closing Date, of:
(i) the Underlying Securities set forth on the Underlying Securities
Schedule; and
(ii) a letter from the Rating Agency indicating that they have
assigned the Required Rating to the Certificates.
Section 7. Distributions. (a) On each Distribution Date other than the
Early Termination Date, the Trustee shall apply Available Funds in the
Certificate Account as follows (subject to SECTION 7(c) below):
(i) first, to the Certificateholders, Required Interest and to the
Depositor, the Initial Accrued Interest; and
(ii) second, to the Certificateholders, Required Principal, if any.
(b) On an Early Termination Date, if applicable, the Trustee shall apply
Available Funds in the Certificate Account as follows:
(i) first, to the Certificateholders, the Required Interest;
(ii) second, to the Certificateholders, Required Principal; and
(iii) third, to any creditors of the Trust in satisfaction of
liabilities thereto.
(c) Amounts recovered in respect of the Underlying Securities following a
default by the Underlying Securities Issuer shall, to the extent allocable to
interest, be distributed in accordance with the provisions of Section 7(a)(i),
and, to the extent allocable to principal, in accordance with the provisions of
Section 7(a)(ii).
Section 8. Trustee's Fees. (a) As compensation for its services hereunder,
the Trustee shall be entitled to payment for Ordinary Expenses. The Ordinary
Expenses shall be paid to the Trustee from funds other than the Trust Property.
(b) Extraordinary Trust Expenses shall not be paid out of the Trust
Property unless (i) such Extraordinary Trust Expenses relate to a time when the
Underlying Securities Issuer was in default of any payment obligation under the
Underlying Securities, or (ii) Certificateholders representing 100% of the
aggregate Voting Rights of the Certificates have voted to require the Trustee to
incur such Extraordinary Trust Expenses.
Section 9. Early Termination. (a) On any Early Termination Date, the
Certificates may be paid the Early Termination Price by the Trust upon the
purchase of the TVA Security by the holder of the Call Warrant.
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(b) A Warrantholder may provide notice to the Trustee (a "Purchase
Request") no less than 35 days prior to the applicable Early Termination Date
that it will purchase the Underlying Security. The Trustee will notify
Certificateholders of the Early Termination Date not less than 30 days prior to
such Early Termination Date with a copy of such notice being delivered to the
Warrantholder at such time as is distributed to the Certificateholders.
(c) On or before the Early Termination Date, the Warrantholder shall
provide the Trustee with the Liquidation Price for such Underlying Security.
Upon receiving such Liquidation Price, the Trustee will immediately deliver the
Underlying Security relating to such Call Warrant to the Warrantholder;
provided, however, that if the Warrantholder delivers the Liquidation Price
before the Early Termination Date, the Trustee shall not deliver the Underlying
Security until the Early Termination Date.
(d) Delivery of an Underlying Security by the related Trust to the
Warrantholder will only be made against payment by the Warrantholder in
immediately available funds. Such payment must occur no later than 10:00 a.m.
New York City Time on the Early Termination Date. In the event that the
Warrantholder fails to make such payment by such time (a "Purchase Default"),
the sale shall be voided and the Early Termination will be deemed not to be
effective with respect to such Early Termination Date. In the event of a
Purchase Default, the Certificates shall continue to remain outstanding and,
unless such Purchase Default was due to a failure in the federal wire system,
the Warrantholder's rights with respect to the Call Warrant shall be deemed
surrendered to the Depositor.
(e) The Trustee shall not consent to any amendment or modification of this
Agreement (including the Standard Terms) which would alter the timing or amount
of any payment of the Liquidation Price.
Section 10. Events of Default. Within 3 Business Days of the occurrence
of an Event of Default, the Trustee will give notice to the Certificateholders
and the Warrantholder, transmitted by facsimile communication, of all such
uncured or unwaived Events of Default known to it.
Section 11. Assignment of Call Warrant. The Warrantholder may assign the
Call Warrant pursuant to an assignment substantially in the form of Exhibit C
hereto. Any such assignee may enforce the assigned Call Warrant directly
against the Trustee as if such assignee had been an original party to this
Series Supplement. The Trustee shall acknowledge and record such assignment of
Call Warrant on its records but only upon receipt of a transferee letter in
substantially the form of Exhibit D hereto or an opinion of counsel acceptable
to the Trustee to the effect that such assignment does not require registration
of such Call Warrant under the Securities Act of 1933, as amended. To the
extent the Trustee has executed an assignment in the form of Exhibit C hereto
but has not received the necessary transferee letter in the form of Exhibit D
hereto (or acceptable opinion in place thereof), the Trustee shall promptly
inform the assignee of the problem.
Section 12. Information to Warrantholder. The Trustee shall furnish
to any Warrantholder or any prospective purchasers thereof, upon request, the
information
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specified in, and meeting the requirements of Rule 144A(d)(4) of the Securities
Act of 1933, as amended.
Section 13. Miscellaneous. (a) The provisions of Section 3.04, 3.06 and
4.04 of the Standard Terms shall not apply to the Certificates.
(b) The provisions of Article VIII, Market Agent, of the Standard Terms
shall not apply to the Certificates.
(c) The Trustee shall forward reports to Certificateholders pursuant to
Section 4.03 of the Standard Terms to the New York Stock Exchange.
(d) The Certificateholders shall not be entitled to terminate the Trust or
cause the sale or other disposition of the Underlying Security, if and for so
long as a Call Warrant remains outstanding, without the consent of the
Warrantholder.
(e) In any conflict between the provisions of the Prospectus Supplement
and this Agreement (including the Standard Terms), the provisions of the
Prospectus Supplement shall prevail. Any affirmative statement of rights or
obligations of Certificateholders or the parties hereto included in the
Prospectus Supplement shall be deemed to be included herein.
(f) If the Trustee has not received payment with respect to a Collection
Period on the Underlying Securities on or prior to the related Distribution
Date, such distribution will be made promptly upon receipt of such payment. No
additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Certificateholders, proportionately to
the ratio of their respective entitlements to interest.
(g) In any conflict between the provisions of this Series Supplement and
the Standard Terms, the provisions of this Series Supplement shall control.
(h) The Trustee shall prepare any tax returns or other forms required to
be filed by each Trust. So long as no applicable statute, Treasury regulation or
applicable Internal Revenue Service ruling or other administration pronouncement
requires to the contrary, all such tax returns shall be prepared in a manner
consistent with tax information reporting positions described in the Prospectus
prepared in connection with the Certificates dated March 16, 1998.
Section 14. Notices. All directions, demands and notices hereunder or
under the Standard Terms shall be in writing and shall be delivered as set forth
below (unless written notice is otherwise provided to the Trustee).
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If to the Depositor, to:
Southpoint Structured Assets, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Trustee, to:
Bank One West Virginia, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Rating Agencies, to:
Standard & Poor's
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance Surveillance Group
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the New York Stock Exchange, to:
New York Stock Exchange, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to a Warrantholder other than the Depositor, to the address set forth on the
Assignment Agreement between the Assignee and the Assignor, and acknowledged by
the Trustee.
Section 15. Governing Law. This Series Supplement and the transactions
described herein shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to contracts made and performed within
the State of New York, without giving effect to the choice of laws provisions
thereof.
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Section 16. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement
to be duly executed by their respective authorized officers as of the date first
written above.
SOUTHPOINT STRUCTURED ASSETS, INC., as
Depositor
By /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BANK ONE WEST VIRGINIA, N.A., not in its
individual capacity but solely as
Trustee on behalf of the TVA Security-
Backed Trust, Series 1998-1
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Trust Officer
SCHEDULE I
SERIES 1998-1
UNDERLYING SECURITIES SCHEDULE
TVA Security: 6.25% Tennessee Valley Authority Power Bond 1997 Series E due
December 15, 2017, subject to the Call Warrant
Principal Amount Deposited: $5,000,000
Original Issue Date: December 22, 1997
Maturity Date: December 15, 2017
Principal Payment Date: December 15, 2017
Interest Rate: 6.25%
Interest Payment Dates: June 15 and December 15
Initial Accrued Interest: $81,597.22
Redemption Dates: None
Redemption Prices: N/A
Form of Underlying Securities: Book-entry, maintained in the book-entry
system operated by the Federal Reserve Bank
SCHEDULE II
DESCRIPTION OF THE SERIES 1998-1 CALL WARRANT
The Call Warrant represents the right to purchase the TVA Security on any
Early Termination Date for the Liquidation Price.
The Call Warrant will be retained by the Depositor and may be transferred
by the Depositor or a Warrantholder to another party in accordance with the
provisions of the Series Supplement at the sole option of the Depositor or the
Warrantholder without the consent of the Certificateholders or any other party.
The beneficial ownership interest in the Call Warrant will be recorded on the
records of the Trustee. The Trustee shall not agree to any amendment or
modification of the Standard Terms or the Series Supplement which would
adversely affect in any material respect the holder of the Call Warrant without
the consent of such Warrantholder.
EXHIBIT A
STANDARD TERMS FOR TRUST AGREEMENTS
(begins on next page)
EXHIBIT B
FORM OF CERTIFICATE
R-1 $5,000,000
CUSIP NO. 873055 AA5
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE 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 OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST AS SETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
SOUTHPOINT STRUCTURED ASSETS, INC.
TVA SECURITY-BACKED CERTIFICATES
SERIES 1998-1,
$5,000,000 CERTIFICATE PRINCIPAL BALANCE
6.25% PASS-THROUGH RATE
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists principally of $5,000,000 in
aggregate principal amount of Tennessee Valley Authority Power Bonds 1997 Series
E and all payments received thereon, deposited in trust by Southpoint
Structured Assets, Inc. (the "Depositor").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of FIVE MILLION
DOLLARS non-assessable, fully-paid, fractional undivided interest in the TVA
Security-Backed Trust, Series 1998-1, (the "Trust"), formed by the Depositor.
The Trust was created pursuant to a Standard Terms for Trust Agreements,
dated as of November 1, 1996 (the "Standard Terms"), between the Depositor and
Bank One, West Virginia, N.A., a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 1998-1, dated as of March 19, 1998 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate Trust
Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated as
the "TVA Security-Backed Certificates, Series 1998-1" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The Trust Property consists of: (i) the Underlying
Security described in the Trust Agreement (subject to the Call Warrant); (ii)
all payments on or collections in respect of the Underlying Security accrued on
or after March 19, 1998 (the "Cut-off Date") together with any proceeds thereof;
and (iii) all funds from time to time deposited with the Trustee relating to the
Certificates and any investments thereof, together with any and all income,
proceeds and payments with respect thereto (the "Trust Property").
Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated with respect to the Certificates in
accordance therewith, distributions will be made on each Distribution Date, to
the Person in whose name this Certificate is registered on the applicable Record
Date, in an amount equal to such Certificateholder's fractional undivided
interest in the amount required to be distributed to the Holders of the
Certificates on such Distribution Date. The Record Date applicable to any
Distribution Date is the close of business on the day immediately preceding such
Distribution Date (whether or not a Business Day). If a payment with respect to
the Underlying Security is made to the Trustee after the date on which such
payment was due, then the Trustee will distribute any such amounts received on
the next occurring Business Day (a "Special Distribution Date").
Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates or the Trust
Agreement.
Distributions made on this Certificate will be made as provided in the
Trust Agreement by the Trustee by wire transfer in immediately available funds,
or check mailed
B-1-2
to the Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon, except that with respect to Certificates registered on the Record Date
in the name of the nominee of the Clearing Agency (initially, such nominee shall
be Cede & Co.), payments will be made by wire transfer in immediately available
funds to the account designated by such nominee. Except as otherwise provided in
the Trust Agreement and notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the Corporate Trust Office or such other location as may be specified in such
notice.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not entitle
the Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
The Certificates are limited in right of distribution to certain payments
and collections respecting the Underlying Security, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to the
extent of its rights therein) for distributions hereunder.
The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the Holders of Certificates evidencing greater than 66-2/3% of the aggregate
Voting Rights of the Certificates subject to certain provisions set forth in the
Trust Agreement. Any such consent by the Holder of this Certificate (or any
predecessor Certificate) shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Trust Agreement also permits
the amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
The Certificates are issuable in fully registered form only in minimum
original principal amounts of $1,000 and integral multiples of $1,000 in excess
thereof.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trustee at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, duly endorsed by or accompanied by an assignment in the form below and by
such other documents as required by the Trust Agreement, and thereupon one or
more new Certificates of the same class in authorized denominations evidencing
the same principal
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amount will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is the Trustee.
No service charge will be made for any registration of transfer or
exchange, but the Trustee may require exchange of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.
It is the intention of the parties to the Trust Agreement that the Trust
created thereunder shall constitute a fixed investment trust for federal income
tax purposes under Treasury Regulation Section 301.7701-4 and a grantor trust
under the Internal Revenue Code of 1986, as amended, and the Certificateholder
agrees to treat the Trust, any distributions therefrom and its beneficial
interest in the Certificates consistently with such characterization.
The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates or
other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed.
The Trust and the obligations of the Depositor and the Trustee created by
the Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the distribution in full of all amounts due to
Certificateholders and retirement of the Underlying Security, (ii) the
distribution in full of all amounts due to Certificateholders on any Early
Termination Date, and (iii) the expiration of 21 years from the death of the
last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of
the United States to the Court of St. ▇▇▇▇▇, living on the date hereof.
An employee benefit plan subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), including an individual retirement account or
▇▇▇▇▇ plan (any such, a "Plan") may purchase Certificates if either (i) the
Underwriter is able to confirm the existence of at least 100 independent
purchasers or (ii) the Plan can represent that its purchase of the Certificates
would not be prohibited under ERISA or the Code.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
TVA SECURITY-BACKED TRUST, SERIES 1998-1
By: BANK ONE WEST VIRGINIA, N.A., not in
its individual capacity but solely as
Trustee,
By ________________________________________
Authorized Officer
Dated: March 19, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is on one of the Certificates described in the Trust Agreement
referred to herein.
BANK ONE, WEST VIRGINIA, N.A., not in its
individual capacity but solely as Trustee,
By ________________________________________
Authorized Officer
B-1-5
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________________________ Attorney
to transfer said Certificate on the books of the Certificate Register, with
full power of substitution in the premises.
Dated:
_________________________________________
Signature Guaranteed:
_________________________________________
*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank or
trust company.
EXHIBIT C
FORM OF ASSIGNMENT OF CALL WARRANT
_________________________________ (the "Assignor"), for and in consideration of
the good and valuable consideration in hand paid by ___________________________
(the "Assignee"), the receipt and sufficiency of which consideration are hereby
confessed and acknowledged by Assignor, does hereby TRANSFER, ASSIGN, SELL,
SET OVER and DELIVER, unto Assignee, all of Assignor's right, title and interest
in and to that certain Series 1998-1 Call Warrant. The Assignee understands that
for such assignment to be recorded on the books and records of the Trustee a
Transferee Letter in the form set forth in Exhibit D to the Series Supplement in
respect of the Call Warrant (or acceptable legal opinion) must be delivered to
the Trustee.
EXECUTED this __ day of _______________________
[ASSIGNOR]
By
--------------------------------
Name
----------------------------
Title
----------------------------
ACKNOWLEDGED AND AGREED TO:
[ASSIGNEE]
By_______________________________
Name __________________________
Title____________________________
[Address for Notices]
ACKNOWLEDGEMENT
The undersigned hereby acknowledges the assignment from the Assignor to the
Assignee of the Assignor's rights with respect to the assigned Call Warrant and
hereby agrees that the Assignee has all the rights of a Warrantholder (as
defined in the Series Supplement) described in the Series Supplement with
respect to such Call Warrant, such rights being enforceable directly by the
Assignee as if it were an original party to the Series Supplement.
BANK ONE, WEST VIRGINIA, as Trustee
By
--------------------------------
Name
----------------------------
Title
----------------------------
EXHIBIT D
FORM OF TRANSFEREE LETTER FOR CALL WARRANT
[Date]
Southpoint Structured Assets, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Bank One, West Virginia, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Transfer of Series 1998-1 Call Warrant
Ladies and Gentlemen:
In connection with the proposed acquisition of the above-captioned Series
1998-1 Call Warrant by the undersigned pursuant to Section 11 of the Series
Supplement dated as of March 19, 1998, between Bank One, West Virginia, N.A., as
trustee, and Southpoint Structured Assets, Inc., and Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), the undersigned
hereby represents the following (check the appropriate boxes):
A. The undersigned is a "qualified institutional buyer" under Rule 144A(a)(1)
of the Securities Act because the undersigned is:
(i) One of the following entities, acting for its own account or the
accounts of other qualified institutional buyers, that in the
aggregate owns and invests on a discretionary basis at least $100
million in securities of issuers that are not affiliated with the
entity:
[ ] (A) Any insurance company as defined in Section 2(13) of the
Securities Act;
[ ] (B) Any investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act") or
any business development company as defined in Section 2(a)(48)
of the Investment Company Act;
[ ] (C) Any Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958, as amended;
[ ] (D) Any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its
employees;
[ ] (E) Any employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974;
[ ] (F) Any trust fund whose trustee is a bank or trust company and
whose participants are exclusively plans of the types identified
in paragraphs (D) and (E) of this section, except trust funds
that include as participants individual retirement accounts or
H.R. 10 plans;
[ ] (G) Any business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940 (the
"Investment Advisers Act");
[ ] (H) Any organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, corporation (other
than a bank as defined in Section 3(a)(2) of the Securities Act
or a savings and loan association or other institution referenced
in Section 3(a)(5)(A) of the Securities Act or a foreign bank or
savings and loan association or equivalent institution),
partnership, or Massachusetts or similar business trust; and
[ ] (I) any investment adviser registered under the Investment
Advisers Act.
[ ] (ii) Any dealer registered pursuant to Section 15 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), acting for
its own account or the accounts of other qualified institutional
buyers, that in the aggregate owns and invests on a discretionary
basis at least $10 million of securities of issuers that are not
affiliated with the dealer, provided that securities constituting
the whole or a part of an unsold allotment to or subscription by a
dealer as a participant in a public offering shall not be deemed to
be owned by such dealer;
[ ] (iii) Any dealer registered pursuant to Section 15 of the Exchange Act
acting in a riskless principal transaction on behalf of a qualified
institutional buyer;
[ ] (iv) Any investment company registered under the Investment Company Act,
acting for its own account or for the accounts of other qualified
institutional buyers, that is part of a family of investment
companies which own in the aggregate at least $100 million in
securities of issuers, other than issuers that are affiliated
D-2
with the investment company or are part of such family of investment
companies. Family of investment companies means any two or more
investment companies registered under the Investment Company Act,
except for a unit investment trust whose assets consist solely of
shares of one or more registered investment companies, that have the
same investment adviser (or, in the case of unit investment trusts,
the same depositor), provided that, for purposes of this paragraph:
(A) Each series of a series company (as defined in Rule
18f-2 under the Investment Company Act) shall be deemed to
be a separate investment company; and
(B) Investment companies shall be deemed to have the same
adviser (or depositor) if their advisers (or depositors)
are majority-owned subsidiaries of the same parent, or if
one investment company's adviser (or depositor) is a
majority-owned subsidiary of the other investment
company's adviser (or depositor);
[ ] (v) Any entity, all of the equity owners of which are qualified
institutional buyers, acting for its own account or the accounts of
other qualified institutional buyers; and
[ ] (vi) Any bank as defined in Section 3(a)(2) of the Securities Act, any
savings and loan association or other institution as referenced in
Section 3(a)(5)(A) of the Securities Act, or any foreign bank or
savings and loan association or equivalent institution, acting for
its own account or the accounts of other qualified institutional
buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25
million as demonstrated in its latest annual financial statements, as
of a date not more than 16 months preceding the date of sale of the
Call Warrant in the case of a U.S. bank or savings and loan
association, and not more than 18 months preceding the date of sale
for a foreign bank or savings and loan association or equivalent
institution.
B. The undersigned is aware that the transferor may rely on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule
144A(d)(2) of the Securities Act in connection with the transfer to the
undersigned contemplated by this certificate.
C. The transferor or the undersigned has received from the Agent, if so
requested, at or prior to the time of sale, the information required to be
delivered pursuant to Rule 144A(d)(4) of the Securities Act.
D-3
D. If the undersigned sells the Call Warrant at our option, the undersigned
will obtain from any institutional investor that purchases the Call
Warrant from the undersigned a certificate containing the same
representations, warranties and agreements contained in the foregoing
paragraphs A through C and this paragraph D.
[TRANSFEREE]
By
----------------------------
Name
--------------------------
Title
-------------------------
[Note: must be Chief Financial Officer
or other Executive Officer]
D-4