PREFERREDPLUS 8.05% TRUST CERTIFICATES SERIES CCR-1
SERIES SUPPLEMENT
between
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEPOSITOR, INC.,
as Depositor,
and
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee and Securities Intermediary
Dated as of April 25, 2001
SERIES SUPPLEMENT, dated as of April 25, 2001 (the
"Supplement"), by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ DEPOSITOR, INC., a Delaware
corporation, as Depositor, UNITED STATES TRUST COMPANY OF NEW YORK, a New York
corporation, as Trustee and Securities Intermediary.
W I T N E S S E T H:
WHEREAS, the Depositor desires to create the Trust designated
herein (the "Trust") by executing and delivering this Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
February 20, 1998 (the "Standard Terms" and, together with this Supplement, the
"Trust Agreement"), by and between the Depositor and the Trustee and Securities
Intermediary, as modified by this Supplement;
WHEREAS, the Depositor desires to deposit the Underlying
Securities set forth on Schedule I attached hereto into the Trust;
WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, it is desired to provide for the
issuance of the Certificates evidencing undivided interests in the Trust and
Call Rights; and
WHEREAS, the Trustee has joined in the execution of the
Standard Terms and this Supplement to evidence the acceptance by the Trustee of
the Trust;
WHEREAS, the Securities Intermediary has joined in the
execution of the Standard Terms and this Supplement to evidence the acceptance
by the Securities Intermediary of its obligations thereunder and hereunder;
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 and Securities Intermediary 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
Supplement and the Standard Terms shall form a single agreement among the
parties. In the event of any inconsistency between the provisions of this
Supplement and the provisions of the Standard Terms, the provisions of this
Supplement will control with respect to the transactions described herein.
Section 2. Definitions. 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 Supplement
(Section 2(b) hereof sets forth terms listed in the Standard
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Terms that are not applicable to this Series). Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Standard Terms.
"Allocation Ratio": The allocation amongst the
Certificateholders in accordance with their pro rata interests in the
Certificates.
"Authorized Denomination": With respect to Certificates, an
aggregate stated amount of $1,000.
"Business Day": Any day that is not a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies in the
City of New York are authorized or obligated by law, regulation or executive
order to close and that also is specified as a Business Day with respect to the
Underlying Securities.
"Call Date": Any Business Day on or after April 25, 2006 that
a Call Holder designates as a Call Date.
"Call Holder": The holder of a Call Right.
"Call Price": The price at which a Call Holder may purchase
Certificates as set forth in Annex A hereto plus any accrued and unpaid interest
on such Certificates to the Call Date.
"Call Right": The right, but not the obligation, pursuant to
the Warrant Agreement and any related Warrant Certificates (as defined in the
Warrant Agreement) of one or more Call Holders to purchase from the
Certificateholders on a Call Date, upon not less than 30 days (or not less than
5 days in the case of an announcement of any redemption or other unscheduled
payment of the Underlying Securities) but not more than 60 days prior to the
Call Date, some or all of the Certificates for the Call Price.
"Certificates": The 1,000,000 trust certificates issued in a
stated amount of $25 each and entitled to receive on each Distribution Date
until the Final Scheduled Distribution Date distributions at a rate of 8.05% per
annum on their stated amount.
"Closing Date": April 25, 2001.
"Collection Period": (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, 2001 Distribution Date, as to which the
Collection Period shall be the period beginning on the Cut-off Date and ending
on such June 15, 2001 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 9(c) hereof.
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"Corporate Trust Office": The office of the Trustee located at
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate
Trust Department; provided, however, that the office at which certificated
securities are delivered for registration of transfer, cancellation or exchange
shall be the office of the Trustee, located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
"Cut-off Date": April 25, 2001.
"Depository": The Depository Trust Company, its nominees and
their respective successors.
"Distribution Date": 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, 2001 and ending on the Final Scheduled Distribution Date.
"Distribution Election": Upon notice of the event set forth in
clause (a) of Section 3.04 of the Standard Terms, the Trustee shall exercise the
remedy set forth in clause (i) of such Section; upon notice of the event set
forth in clause (b) or (c) of Section 3.04 of the Standard Terms, the Trustee
shall exercise the remedy set forth in clause (ii) of such Section.
"Eligible Investments": As defined in the Standard Terms;
provided, however, that (i) the minimum required rating for long-term
instruments will be equal to the lower of the rating of the Underlying
Securities or the Trust Certificates, and (ii) the rating of any short-term
instruments will be A-1+ by S&P and P1 by ▇▇▇▇▇'▇; and provided, further, that
any such investment matures no later than the Business Day prior to the next
succeeding Distribution Date.
"Escrow Agent": As will be set forth in the Escrow Agreement.
"Escrow Agreement": The escrow agreement to be entered into on
the Call Date among a given Call Holder, the Trustee and the Escrow Agent
pursuant to Section 14(c)(iii)(2) hereof.
"Event of Default": (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), (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 and (iii) any other event specified as an event of
default in the Underlying Securities Indenture. For a summary of certain events
of default in the Underlying Securities Indenture, please refer to the
Prospectus Supplement.
"Final Scheduled Distribution Date": June 15, 2027 (or if such
date is not a Business Day, the next succeeding Business Day).
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"Fixed Pass-Through Rate": 8.05% per annum.
"Optional Exchange Date": Any Distribution Date.
"Ordinary Expenses": The compensation due to the Trustee for
Ordinary Expenses as defined in the Standard Terms, which, with respect to
Ordinary Expenses other than those referred to in clause (iii) of such
definition and other than the costs of converting to ▇▇▇▇▇ format the periodic
reports required for the Trust under the Exchange Act, shall be fixed at $2,000
per annum (payable in semi-annual installments of $1,000).
"Pass-Through Rate": The Fixed Pass-Through Rate.
"Prepaid Ordinary Expenses": Zero (0).
"Prospectus Supplement": The Prospectus Supplement dated April
20, 2001 relating to the Certificates.
"Rating Agency": ▇▇▇▇▇'▇ and S&P.
"Record Date": The Business Day immediately preceding each
Distribution Date.
"Series": PREFERREDPLUS 8.05% Trust Certificates Series CCR-1.
"Underlying Securities": The $25,000,000 aggregate principal
amount of 8.05% Subordinated Capital Income Securities, Series B due June 15,
2027 issued by the Underlying Securities Issuer and guaranteed by the Underlying
Securities Guarantor, as described in Schedule I hereto.
"Underlying Securities Guarantor": Countrywide Credit
Industries, Inc.
"Underlying Securities Issuer": Countrywide Capital III, a
Delaware statutory business trust.
"Warrant Agreement": The Warrant Agreement, dated as of, by
and between the Trust and the Warrant Agent (as defined in the Warrant
Agreement).
(b) The terms listed below are not applicable to this Series.
"Accounting Date"
"Administration Account"
"Administrative Agent"
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"Administration Agreement"
"Administrative Agent Termination Event"
"Advance"
"Calculation Agent"
"Eligible Expense"
"Exchange Rate Agent"
"Floating Pass-Through Rate"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
"Notional Amount"
"Related Assets"
"Reserve Account"
"Requisite Reserve Amount"
"Retained Interest"
"Surety Bond"
"Swap Agreement"
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
"Swap Guarantor"
"Swap Receipt Amount"
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"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. (a) The
Trust created hereby shall be known as the "PREFERREDPLUS Trust Series CCR-1".
The Certificates evidencing certain undivided ownership interests therein shall
be known as the "PREFERREDPLUS 8.05% Trust Certificates Series CCR-1.
(b) 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 authorized denominations of $25
(the "Authorized Denomination") and integral multiples thereof. Except as
provided in the Standard Terms, the Trust shall not issue additional
Certificates or incur any indebtedness; provided, however, from time to time,
upon obtaining prior written confirmation by each Rating Agency that such action
will not result in a downgrading or withdrawal of its rating of the
Certificates, the Depositor may, without the consent of the Certificateholders,
increase the amount of the Underlying Securities in the Trust and the Trust may
issue a corresponding amount of additional Certificates in accordance with
Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of
Section 5.12(a) shall not apply to this Series.
(c) On each Distribution Date, commencing on June 15, 2001 and
ending on the Final Scheduled Distribution Date or such earlier date if the
Underlying Securities are redeemed prior to the Final Scheduled Distribution
Date, the Certificates will be entitled to receive distributions at a rate of
8.05% per annum on the stated amount of the Certificates.
(d) On the Final Scheduled Distribution Date, the Certificates
will be entitled to a distribution of the stated amount of such Certificates.
(e) Any reference to the principal amount of the Certificates
shall be construed as a reference to the stated amount of the Certificates,
unless otherwise indicated.
Section 4. 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 Schedule I hereto;
and
(ii) all documents set forth in Section 5.12 of the Standard
Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall
not apply to this Series.
Section 5. Distributions. (a) On each Distribution Date, the
Trustee shall apply solely to the extent of Available Funds in the Certificate
Account as follows:
(i) first, to the Trustee, reimbursement for any approved
Extraordinary Trust Expenses incurred by the Trustee in accordance with
Section 6(b) hereof and approved by not less than 100% of the
Certificateholders;
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(ii) second, to the Certificateholders, distributions accrued
during the related Collection Period at the rate of 8.05% per annum on
the stated amount of such Certificates and distributable on such
Certificates on such Distribution Date;
(iii) third, to the Certificateholders, if available, any
additional distribution owed and paid by the Underlying Securities
Issuer as a result of a delay in the receipt by the Trustee of any
payment on the Underlying Securities;
(iv) fourth, to the Certificateholders, on the Final Scheduled
Distribution Date only, a distribution of the stated amount of the
Certificates; and
(v) fifth, to the extent there remain Available Funds in the
Certificate Account, to any creditors of the Trust in satisfaction of
liabilities thereto.
Subject to Section 9(c) hereof, to the extent Available Funds are insufficient
to make any required distributions due to the Certificates on any Distribution
Date, any shortfall will be carried over and will be distributed on the next
Distribution Date on which sufficient funds are available on the Available Funds
to pay such shortfall.
(b) On the Optional Exchange Date, if applicable, the Trustee
shall distribute to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of its Affiliates , other than
the Depositor, or any other Person exercising an optional exchange pursuant to
Section 7 hereof, as the case may be, Underlying Securities in accordance with
Section 7 hereof.
Section 6. Trustee's Fees; Escrow Agent's Fees. (a) Payment to
the Trustee of Ordinary Expenses shall be as set forth in a separate agreement
between the Trustee and the Depositor. The Trustee agrees that in the event
Ordinary Expenses are not paid in accordance with such agreement, it shall (i)
not have any claim or recourse against the Trust or the property of the Trust
with respect thereto and (ii) continue to perform all of its services as set
forth herein unless it elects to resign as Trustee in accordance with Section
7.08 of the Standard Terms.
(b) Extraordinary Trust Expenses shall not be paid out of the
Deposited Assets unless (i) the Trustee is satisfied that it will have adequate
security or indemnity in respect of such costs, expenses and liabilities, and
(ii) all the Certificateholders of Certificates then outstanding have voted to
require the Trustee to incur such Extraordinary Trust Expenses. If Extraordinary
Trust Expenses are not approved unanimously as set forth in clause (ii), such
Extraordinary Trust Expenses shall not be an obligation of the Trust, and the
Trustee shall not file any claim against the Trust therefor notwithstanding
failure of Certificateholders to reimburse the Trustee. In addition, if the
conditions in (i) and (ii) are not both satisfied, the Trustee shall not be
obligated to incur any Extraordinary Trust Expense.
(c) In the event that one or more Call Holders is required to
deposit the Call Price with the Escrow Agent on the Exercise Date pursuant to
Section 14(c)(iii)(2) hereof, the
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Depositor and the Escrow Agent shall enter into an agreement reasonably
acceptable to both parties thereto whereby the Depositor shall pay to the Escrow
Agent a fee in consideration for its services under the Escrow Agreement or
Escrow Agreements, as applicable.
Section 7. Optional Exchange. (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any
of its Affiliates (other than the Depositor), if it holds Certificates, or any
other Person (other than the Depositor) holding Certificates with an aggregate
stated amount of $5 million or more acquired pursuant to the exercise of Call
Rights held by it, may notify the Trustee, not less than 30 days but not more
than 60 days prior to any Optional Exchange Date, that:
(i) such Person intends to tender an Authorized Denomination
of Certificates that it holds to the Trustee on such Optional Exchange
Date in exchange for a like amount of Underlying Securities;
(ii) such exchange will not cause the Trust or Depositor to
fail to satisfy the applicable requirements for exemption under Rule
3a-7 under the Investment Company Act of 1940, as amended;
(iii) such exchange will not affect the characterization of
the Trust as a "grantor trust" under the Code,
(vi) in the case of an exchange of less than all outstanding
Certificates, such exchange will not cause a failure to satisfy the
minimum requirements for the Certificates to remain listed on the New
York Stock Exchange, unless the Person tendering such Certificates will
hold all remaining outstanding Certificates upon completion of the
exchange for such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to
Certificates subject to outstanding Call Rights held by any Person
other than the Person exercising such exchange; and
(vi) in the case of an exchange by a person other ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ & Co. or any of its Affiliates (other than the Depositor), such
exchange will be made with respect to an aggregate stated amount of
Certificates equal to the aggregate stated amount of Certificates
acquired by such Person pursuant to the exercise of Call Rights held by
it.
Upon tender of such Certificates on such Optional Exchange Date, the Trustee
will deliver to the Person tendering such Certificates an amount of Underlying
Securities having a principal amount equal to the principal amount of the
Certificates being tendered.
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(b) The requirements set forth in paragraphs (a)(ii), (a)(v)
and (a)(vi) of Section 4.07 of the Standard Terms do not apply to an Optional
Exchange pursuant to this Section 7.
(c) Any costs associated with the exercise of the rights
granted under paragraph (a) of this Section 7 will be borne by the Person
exercising such rights and not by the Trust.
Section 8. Events of Default. Within 30 days of its receipt of
notice of the occurrence of an Event of Default, the Trustee will give notice to
the Certificateholders, transmitted by mail, of all such uncured or unwaived
Events of Default actually known to it. However, unless there is an Event of
Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in the
interest of the Certificateholders.
Section 9. Miscellaneous. (a) The provisions of Section 4.04,
Advances, of the Standard Terms shall not apply to the Certificates.
(b) The Certificateholders shall not be entitled to terminate
the Trust or cause the sale or other disposition of the Underlying Securities;
provided, however, that Certificateholders holding all, but not less than all,
of the outstanding Certificates may exercise their rights under Section 13(b)
with respect to all such Certificates.
(c) 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 payments.
(d) The outstanding principal balance of the Certificates
shall not be reduced by the amount of any Realized Loss.
(e) 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 Deposited Assets 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.
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(f) The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to, any another entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace the Trust.
(g) Except as expressly provided in the Trust Agreement, the
Trust may not sell the Underlying Securities.
(h) Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee may be removed upon 60 days prior written notice delivered
by Certificateholders holding Certificates that represent the Required
Percentage--Removal, and such removal shall take effect upon the appointment of
a successor Trustee and its acceptance of such appointment as provided in the
Trust Agreement.
(i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. shall act as the Market Agent and
shall serve in such capacity in accordance with the terms of the Market Agent
Agreement attached hereto as Exhibit C.
Section 10. 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).
If to the Depositor, to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Depositor, Inc.
c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
World Financial Center
New York, NY 10281
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Trustee, to:
United States Trust Company of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
-- PREFERREDPLUS Trust Series CCR-1
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Securities Intermediary, to:
United States Trust Company of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
-- PREFERREDPLUS Trust Series CCR-1
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Rating Agencies, to:
▇▇▇▇▇'▇ Investors Service, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: CBO/CLO Monitoring Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and to:
Standard & Poor's
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance Surveillance Group
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Section 11. Governing Law. This Supplement and the
transactions described herein shall be construed in accordance with and governed
by the law of the State of New York.
Section 12. Counterparts. This 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.
Section 13. Termination of the Trust. (a) The Trust shall
terminate upon the earlier of (i) the payment in full at maturity or sale by the
Trust after a payment default on or an acceleration or other early payment of
the Underlying Securities and the distribution in full of all amounts due to the
Certificateholders, (ii) the exchange of all outstanding Certificates and Call
Rights for Underlying Securities pursuant to one or more Optional Exchanges,
(iii) the Final Scheduled Distribution Date and (iv) the holders of all, but not
less than all, of the Certificates exercising their election in Section 13(b)
below.
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(b) Certificateholders who hold all, but not less than all, of
the outstanding Certificates may, upon prior written notice to the Rating
Agencies, elect to terminate the Trust at any time; provided that (i) the
exercise of such termination right would not cause the Trust or the Depositor to
fail to satisfy the applicable requirements for exemption under Rule 3a-7 under
the Investment Company Act of 1940, as amended and (ii) if and for so long as
the call warrants remain outstanding, all of the Call Holders have consented to
such termination.
(c) To the extent that the provisions of this Section 13
conflict with Section 10.01 of the Standard Terms, the latter shall control.
Section 14. Sale of Underlying Securities; Call Right
(a) In the case of Extraordinary Trust Expenses approved by
100% of the Certificateholders of a given Class, pursuant to Section 6(b)
hereof, the Trustee may sell all or a portion of the Underlying Securities to
pay such Extraordinary Trust Expenses.
(b) Upon the redemption of the 8.05% Junior Subordinated
Debentures, Series B (i) in whole, but not in part, on the stated maturity date
of such debentures or (ii) in whole, but not in part, upon the occurrence of a
Special Event (as described more fully in the Prospectus Supplement), the
redemption proceeds will be distributed pro rata to the holders of the
Underlying Securities, including the Trust. Upon receiving such redemption
proceeds, the Trust shall distribute the proceeds pro rata to the
Certificateholders.
(c) The Call Terms are as follows:
(i) The initial holder of the Call Rights is an affiliate of
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
and such affiliate may transfer the Call Rights, in whole or in part,
to one or more third parties in privately negotiated transactions;
(ii) A Call Holder that has met the exercise requirements set
forth in paragraph (c)(iii) of this Section 14 may, on the Call Date,
exercise its option to purchase, in whole or in part, an Authorized
Denomination of Certificates at the Call Price per certificate set
forth in Annex A hereto;
(iii) In order to exercise its Call Right on a Call Date, a
Call Holder must, not less than 30 days (or not less than 5 days in the
case of an announcement of any redemption or other unscheduled payment
of the underlying securities) but not more than 60 days prior to such
Call Date:
(1) notify the Trustee in writing of its intention to
exercise such Call Right (which notice is irrevocable),
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(2) deposit the Call Price with the Escrow Agent (the
"Escrow Deposit") to be held in escrow pursuant to an Escrow
Agreement reasonably satisfactory to the Trustee and
substantially in the form attached hereto as Exhibit D (to be
entered into immediately preceding delivery of the Call Price
by such Call Holder to the Escrow Agent) until such Call Price
is paid by the Trustee to the Certificateholders in accordance
with paragraph (d) of this Section 14,
(3) provide the Trustee with any other documents
customary for a transaction of this nature, including a
certificate of the Call Holder certifying the solvency of such
Call Holder on such date; provided that the Call Holder need
not provide any such solvency certificate if the rating of the
senior, unsecured long-term debt of the Call Holder, or the
Call Holder's credit support provider, if applicable, by
Moody's and S&P is in one of the investment grade categories
of ▇▇▇▇▇'▇ and S&P, respectively, on such date.
(d) In connection with any exercise of the Call Rights, the
Trustee shall select by lot a stated amount of the outstanding Certificates to
be surrendered by the Certificateholders thereof to the Trustee upon any such
exercise, deliver such Certificates to the exercising Call Holder and the
proceeds of the Call Price shall be distributed pro rata among such
Certificateholders on the Call Date in accordance with the provisions of the
Warrant Agreement.
Section 15. Amendments. Notwithstanding anything in the Trust
Agreement to the contrary, in addition to the other restrictions on modification
and amendment contained herein, the Trustee shall not enter into any amendment
or modification of the Trust Agreement that would adversely affect in any
material respect the interests of the Certificateholders or the Call Holders
without the consent of 100% of such Certificateholders or Call Holders, as the
case may be; provided, however, that no such amendment or modification will be
permitted if the Trustee has been advised by the Depositor that such amendment
or modification would alter the status of the Trust as a "grantor trust" for
federal income tax purposes. Further, no amendment shall be permitted to add or
supplement any Credit Support for the benefit of any Certificateholders pursuant
to paragraphs (vi), (vii) and (x) of Section 11.01(a) of the Standard Terms
without prior written confirmation by each Rating Agency that such amendment
will not result in a downgrading or withdrawal of its rating of the
Certificates. The Trustee may consult with counsel and shall be entitled to rely
upon an Opinion of Counsel for purposes of determining compliance with the
provisions of this Section 15.
Section 16. Voting of Underlying Securities, Modification of
Indenture. The Trustee, as holder of the Underlying Securities, has the right to
vote and give consents and waivers in respect of the Underlying Securities as
permitted by the Depository and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from the Depository,
the Underlying Securities trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Underlying Securities Indenture or any other document thereunder or relating
thereto, or receives any other solicitation for any action with respect to the
Underlying Securities, the Trustee shall mail a
14
notice of such proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The Trustee
shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the relative outstanding principal balances of the
Certificates) as the Certificates of the Trust were actually voted or not voted
by the Certificateholders thereof as of a date determined by the Trustee prior
to the date on which such consent or vote is required; provided, however, that,
notwithstanding anything in the Trust Agreement to the contrary, the Trustee
shall at no time vote on or consent to any matter (i) unless such vote or
consent would not (based on an Opinion of Counsel) alter the status of the Trust
as a "grantor trust" for federal income tax purposes or result in the imposition
of tax upon the Certificateholders, (ii) that would alter the timing or amount
of any payment on the Underlying Securities, including, without limitation, any
demand to accelerate the Underlying Securities, except in the event of a default
under the Underlying Securities or an event that with the passage of time would
become an event of default under the Underlying Securities and with the consent
of 100% of the Certificateholders, or (iii) that would result in the exchange or
substitution of any of the outstanding Underlying Securities pursuant to a plan
for the refunding or refinancing of such Underlying Securities except in the
event of a default under the Underlying Securities Indenture and only with the
consent of 100% of the Certificateholders and 100% of the Call Holders. The
Trustee shall have no liability for any failure to act resulting from
Certificateholders' or Call Holders' late return of, or failure to return,
directions requested by the Trustee from the Certificateholders and Call
Holders.
If an offer is made by the Underlying Securities Issuer to
issue new obligations in exchange and substitution for any of the Underlying
Securities, pursuant to a plan for the refunding or refinancing of the
outstanding Underlying Securities or any other offer is made for the Underlying
Securities, the Trustee shall notify the Certificateholders, the Call Holders
and the Rating Agencies of such offer promptly. The Trustee must reject any such
offer unless the Trustee is directed by the affirmative vote of 100% of the
Certificateholders and 100% of the Call Holders to accept such offer, the
Trustee has received the tax opinion described above and if the Trustee is so
directed, the Trustee shall promptly notify the Rating Agencies of such
direction accompanied by evidence of the affirmative vote of such
Certificateholders and Call Holders.
If an event of default under the Underlying Securities
Indenture occurs and is continuing, and if directed by 100% of the
Certificateholders, the Trustee shall vote the Underlying Securities in favor of
directing, or take such other action as may be appropriate to direct, the
Underlying Securities trustee to declare the unpaid principal amount of the
Underlying Securities and any accrued and unpaid interest thereon to be due and
payable.
Section 17. Call Right Documentation. Simultaneously with the
execution hereof, the Depositor hereby directs the Trustee, in the name of and
on behalf of the Trust, to enter into a Warrant Agreement and any related
Warrant Certificates (as defined in the Warrant Agreement) evidencing the Call
Rights and to make representations contained therein on behalf of the Trust. At
the direction of the Depositor, the Trustee shall execute such further documents
15
as may be required to evidence any transfer of any or all of the rights,
interests or obligations under the Warrant Agreement and any related Warrant
Certificates.
Section 18. Third Party Beneficiary. The Escrow Agent and each
Call Holder shall be third party beneficiaries of this Trust Agreement.
Section 19. Nonpetition Covenant. Solely with respect to the
Trust and the Series and for no other purpose, Section 11.07 of the Standard
terms is hereby deleted and replaced with the following:
Section 11.07. Nonpetition Covenant. Notwithstanding any
prior termination of this Trust Agreement, each of the Trustee
(including any Administrative Agent, Authenticating Agent and
Paying Agent) and the Depositor agrees that it shall not, until
the date which is one year and one day after the termination of
the PREFERREDPLUS Trust Series CCR-1, acquiesce, petition or
otherwise invoke or cause the Trust to invoke the process of the
United States, any State or other political subdivision thereof or
any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government for the
purpose of commencing or sustaining a case by or against the Trust
under a Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of such Trust or all or any
part of the property or assets of such Trust or ordering the
winding up or liquidation of the affairs of such Trust.
16
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed by their respective authorized officers as of the
date first written above.
▇▇▇▇▇▇▇ ▇▇▇▇▇ Depositor, Inc.,
as Depositor
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: President
United States Trust Company of New York,
as Trustee
By:
-----------------------------------------
Name:
Title:
United States Trust Company of New York,
as Securities Intermediary
By:
-----------------------------------------
Name:
Title:
SCHEDULE I
PREFERREDPLUS 8.05% TRUST CERTIFICATES, SERIES CCR-1
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: $25,000,000 8.05% Subordinated Capital
Income Securities, Series B (principal
amount $1,000 per Capital Security) due
June 15, 2027 of the Underlying Securities
Issuer.
Underlying Securities Declaration: The amended and restated declaration of
trust dated as of June 4, 1997 executed by
Countrywide Credit Industries, Inc. and the
trustees of the Underlying Securities
Issuer.
Underlying Securities Issuer: Countrywide Capital III, a Delaware
business trust.
Underlying Securities Guarantor: Countrywide Credit Industries, Inc.
Underlying Securities Trustees: The Bank of New York and the regular
trustees of the Underlying Securities
Issuer
Underlying Securities
CUSIP Number: ▇▇▇▇▇▇▇▇▇
Underlying Securities
Original Issue Date: June 4, 1997
Underlying Securities
Original Amount Issued: $200,000,000 8.05% Subordinated Capital
Income Securities, Series B (principal
amount $1,000 per Capital Security)
Underlying Securities
Listing: None
Underlying Securities
Commission Filing Number: 333-37047
Amount of Underlying Securities
not Granted to the Trust: $175,000,000 8.05% Subordinated Capital
Income Securities, Series B (principal
amount $1,000 per Capital Security)
1
Underlying Securities
Maturity Date: June 15, 2027
Underlying Securities
Principal Payment Date: June 15, 2027
Underlying Securities
Distribution Rate: 8.05% per annum.
Underlying Securities
Distribution Dates: June 15 and December 15 commencing June 15,
1997.
Underlying Securities
Record Dates: If the Underlying Securities are
represented by one or more global
certificates then the record date will be
the close of business on the Business Day
prior to the relevant Distribution Dates,
unless another record date is established.
If the Underlying Securities are not
represented by one or more global
certificates then the regular trustees of
the Underlying Securities Issuer may set
the record date which shall be at least one
day prior to the relevant payment dates.
Underlying Securities Ranking
And Guarantee: The Underlying Securities are
guaranteed by the Underlying Securities
Guarantor, but are subordinate and junior
in right of payment to all present and
future Senior Indebtedness (as defined in
the Underlying Securities Prospectus) of
the Underlying Securities Guarantor.
Underlying Securities Collateral: None.
Underlying Securities
Amortization: None.
Underlying Securities
Accrual Periods: Semi-annual.
Underlying Securities
Authorized Denomination
and Specified Currency: The Underlying Securities are denominated
and payable in U.S. dollars and are
available in minimum denominations of
$1,000 and integral multiples thereof.
2
Underlying Securities
Rating as of Closing: "a3" by Moody's and "BBB+" by S&P.
Underlying Securities Form: Book-entry security with DTC.
Underlying Securities
Redemption: The Underlying Securities will be
mandatorily redeemed upon repayment of the
junior subordinated debentures held by the
Underlying Securities Issuer at maturity or
their earlier redemption. The junior
subordinated debentures are not redeemable
at the option of the junior subordinated
debentures issuer, other than in certain
circumstances following the occurrence of a
Special Event, as defined in the Underlying
Securities Prospectus. Upon the occurrence
and continuation of a Special Event, the
Underlying Securities Guarantor will have
the right, if certain conditions are met,
(1) in the case of a Tax Event, as defined
in the Underlying Securities Prospectus, to
shorten the stated maturity of the
Underlying Securities to a date not earlier
than December 15, 2011 or (2) to redeem the
Underlying Securities in whole (but not in
part) within 90 days following the
occurrence of such Special Event (at a
redemption price equal to 100% of the
principal amount of such Underlying
Securities, plus accrued and unpaid
interest to the date of redemption) and
thereby cause a mandatory redemption of the
Underlying Securities.
3
ANNEX A
Exercise Price per
Call Dates Trust Certificate (in U.S. dollars)
---------- -----------------------------------
June 15, 2006 through December 14, 2006 25.8300
December 15, 2006 through June 14, 2007 25.8125
June 15, 2007 through December 14, 2007 25.8000
December 15, 2007 through June 14, 2008 25.7850
June 15, 2008 through December 14, 2008 25.7700
December 15, 2008 through June 14, 2009 25.7500
June 15, 2009 through December 14, 2009 25.7300
December 15, 2009 through June 14, 2010 25.7116
June 15, 2010 through December 14, 2010 25.7016
December 15, 2010 through June 14, 2011 25.6913
June 15, 2011 through December 14, 2011 25.6806
December 15, 2011 through June 14, 2012 25.6695
June 15, 2012 through December 14, 2012 25.6579
December 15, 2012 through June 14, 2013 25.6459
June 15, 2013 through December 14, 2013 25.6334
December 15, 2013 through June 14, 2014 25.6205
June 15, 2014 through December 14, 2014 25.6070
December 15, 2014 through June 14, 2015 25.5931
June 15, 2015 through December 14, 2015 25.5785
December 15, 2015 through June 14, 2016 25.5635
June 15, 2016 through December 14, 2016 25.5478
December 15, 2016 through June 14, 2017 25.5315
June 15, 2017 through December 14, 2017 25.5146
December 15, 2017 through June 14, 2018 25.4970
June 15, 2018 through December 14, 2018 25.4788
December 15, 2018 through June 14, 2019 25.4599
June 15, 2019 through December 14, 2019 25.4402
December 15, 2019 through June 14, 2020 25.4197
June 15, 2020 through December 14, 2020 25.3985
December 15, 2020 through June 14, 2021 25.3764
June 15, 2021 through December 14, 2021 25.3535
December 15, 2021 through June 14, 2022 25.3297
1
Exercise Price per
Call Dates Trust Certificate (in U.S. dollars)
---------- -----------------------------------
June 15, 2022 through December 14, 2022 25.3050
December 15, 2022 through June 14, 2023 25.2793
June 15, 2023 through December 14, 2023 25.2527
December 15, 2023 through June 14, 2024 25.2249
June 15, 2024 through December 14, 2024 25.1962
December 15, 2024 through June 14, 2025 25.1663
June 15, 2025 through December 14, 2025 25.1352
December 15, 2025 through June 14, 2026 25.1029
June 15, 2026 through December 14, 2026 25.0694
December 15, 2026 through June 14, 2027 25.0346
June 15, 2027 25.0000
2
EXHIBIT A
Standard Terms for Trust Agreements
(begins on next page)
EXHIBIT B
Form of Certificate
(begins on next page)
EXHIBIT C
Market Agent Agreement
(begins on next page)
EXHIBIT D
Form of Escrow Agreement
(begins on next page)
