Exhibit 99.1.1
EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 182
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated November 10, 2005, among
Glickenhaus & Co., as Depositor, The Bank of New York, as Trustee and CapeLogic,
Inc., as Evaluator, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Empire State Municipal Exempt
Trust, Guaranteed Series 182 (and Subsequent Series), Trust Indenture and
Agreement" dated November 9, 2005, as amended in part by this Reference Trust
Agreement (herein as amended or supplemented called the "Indenture"). This
Reference Trust Agreement and the Indenture, as incorporated by reference
herein, will constitute a single instrument.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Depositor, the Trustee, and the Evaluator agree as
follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Indenture are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(A) The interest-bearing obligations listed in the Prospectus
related to Empire State Municipal Exempt Trust, Guaranteed Series 182 have been
deposited in trust under this Indenture (See "Portfolio" in Part A of the
Prospectus which for purposes of this Indenture is the Schedule of Securities or
Schedule A).
(B) For the purposes of the definition of the Unit in item (24)
of Section 1.1, the fractional undivided interest in and ownership of the Trust
is 3,500.
(C) The fiscal year for the Trust shall end on July 31st of each
year.
(D) All Certificateholders of record on December 15, 2005 (the
"First Monthly Record Date"), who have selected the monthly distribution plan,
will receive a distribution to be made on or shortly after January 1, 2006 (the
"First Distribution Date"), and thereafter distributions will be made monthly.
The first semi-annual distribution will be made on or shortly after June 1,
2006, to all Certificateholders of record on May 15, 2006, who have selected the
semi-annual distribution plan, and thereafter distributions will be made
semi-annually.
(E) The First Settlement Date shall mean November 16, 2005.
(F) The number of Units referred to in Section 2.3 is 3,500.
(G) For the purposes of Section 4.3, the Evaluator shall receive
for each evaluation of the Bonds in the Trust $.50 per Bond for each valuation.
(H) For purposes of Section 6.4, the Trustee shall be paid per
annum $1.11 per $1,000 principal amount of Bonds for that portion of the Trust
under the monthly distribution plan and $.71 per $1,000 principal amount of
Bonds for that portion of the Trust under the semi-annual distribution plan.
(I) For purposes of Section 8.6, the Depositor's maximum annual
fee is hereby specified to be $.25 per $1,000 principal amount of Bonds in the
Trust.
(J) For purposes of Section 9.2, the Mandatory Termination Date
for the Trust is November 15, 2044.
(K) For purposes of this Series of Empire State Municipal Exempt
Trust, the form of Certificate set forth in this Indenture shall be
appropriately modified to reflect the title of this Series as set forth above.
-2-
(L) For purposes of this Series of Empire State Municipal Exempt
Trust, the execution date of this Indenture shall be the date first written
above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
-3-
GLICKENHAUS & CO.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, ▇▇▇▇ ▇▇▇▇▇▇▇▇, a Notary Public in and for the said County
in the State aforesaid, do hereby certify that ▇▇▇▇▇▇▇ ▇▇▇▇▇ personally known to
me to be the same whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that he signed and delivered the
said instrument as his free and voluntary act as Attorney-in-Fact for each of
the General Partners, and as the free and voluntary act of said GLICKENHAUS &
CO., for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 8th day of
November, 2005.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Notary Public
[SEAL] ▇▇▇▇ ▇▇▇▇▇▇▇▇
Notary Public, State of New YOrk
No. ▇▇-▇▇▇▇▇▇▇
Qualified in Queens County
Commission expires June 8, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, Trustee
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
ATTEST:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a Notary Public in and for the said County
in the State aforesaid, do hereby certify that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument and personally known to me to be a Vice President and A.T.,
respectively, of The Bank of New York, appeared before me this day in person,
and acknowledge that they signed, sealed with the corporate seal of The Bank of
New York and delivered the said instrument as their free and voluntary act as
such Vice President and A.T. , respectively, and as the free and voluntary act
of said The Bank of New York for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 7th day of
November, 2005.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------
Notary Public
[SEAL] ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Notary Public, State of New YOrk
No. ▇▇-▇▇▇▇▇▇▇
Qualified in Queens County
Commission expires April 30, 2007
CAPELOGIC, INC., Evaluator
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
ATTEST:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
Treasurer
(CORPORATE SEAL)