Exhibit 4.1
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
SERIES 2001-14 TRUST
between
XXXXXX ABS CORPORATION,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CORPORATE BACKED TRUST CERTIFICATES
Dated as of April 10, 2001
TABLE OF CONTENTS
Page
----
Section 1.Incorporation of Standard Terms....................................1
Section 2.Definitions........................................................1
Section 3.Designation of Trust and Certificates..............................7
Section 0.Xxxxx Certificates.................................................8
Section 5.Distributions......................................................8
Section 6.Trustee's Fees....................................................10
Section 7.Optional Exchange.................................................11
Section 0.Xxxxxx of Default.................................................13
Section 9. Miscellaneous....................................................13
Section 10 Governing Law....................................................15
Section 11 Counterparts.....................................................15
Section 12 Termination of the Trust.........................................15
Section 13 Sale of Underlying Securities....................................16
Section 14. Amendments......................................................16
Section 00.Xxxxxx of Underlying Securities, Modification of Indenture.......16
SCHEDULE I(A) SERIES 2001-14 UNDERLYING SECURITIES SCHEDULE
SCHEDULE I(B) SERIES 2001-14 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A FORM OF TRUST CERTIFICATE CLASS A
i
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
Series 2001-14 TRUST
SERIES SUPPLEMENT, Series 2001-14, dated as of April 10, 2001 (the
"Series Supplement"), by and between XXXXXX ABS CORPORATION, as Depositor (the
"Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (the
"Trustee").
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 Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
January 16, 2001 (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 Underlying Securities
set forth on Schedule I(A) and Schedule I(B) attached hereto (the "Underlying
Securities Schedule") 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 trust certificates (the "Certificates") evidencing undivided interests in the
Trust; 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 Trust;
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. Except as otherwise
provided herein, all of the provisions of the Standard Terms 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 Series 2001-14 Certificates and 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.
2
"Available Funds" shall have the meaning specified in the Standard
Terms, except that investment income earned on funds invested pursuant to
Section 3.05 of the Standard Terms shall be included in Available Funds, as well
as any redemption premium and reinvestment proceeds on amounts paid in respect
of the Underlying Securities.
"Business Day" shall mean any day other than (i) Saturday and Sunday
or (ii) a day on which banking institutions in New York City, New York are
authorized or obligated by law or executive order to be closed for business or
(iii) a day that is not a business day for the purposes of the Indenture.
"Certificate Account" shall have the meaning specified in the
Standard Terms.
"Certificates" shall have the meaning specified in Section 3 hereof.
"Class A Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.
"Closing Date" shall mean April 10, 2001.
"Collection Period" shall mean, (i) with respect to each April
Distribution Date, the period beginning on the day after the October
Distribution Date and ending on such April Distribution Date, inclusive and,
(ii) with respect to each October Distribution Date, the period beginning on the
day after the April Distribution Date of a given year and ending on the October
Distribution Date of the following year, inclusive; provided, however, that
clauses (i) and (ii) shall be subject to Section 9(f) hereof.
"Corporate Trust Office" shall mean the office of U.S. Bank Trust
National Association located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
"Currency" shall mean United States Dollars.
"Depository" shall mean The Depository Trust Company.
"Distribution Date" shall mean April 30 and October 30 of each year
(or if such date is not a Business Day, the next succeeding Business Day),
commencing on April 30, 2001 and ending on the Final Scheduled Distribution
Date.
"Eligible Account" shall have the meaning specified in the Standard
Terms.
"Eligible Investments" shall be as defined in the Standard Terms;
provided, however, that (i) the minimum required rating for long-term
instruments will be equal to the rating of the Underlying Securities, and (ii)
the rating of any short-term instruments will be A-1+ by S&P and P1 by Moody's;
3
and provided, further, that any such investment matures no later than the
Business Day prior to any related Distribution Date and that any such investment
be denominated in U.S. dollars.
"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), (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 Indenture for the Underlying Securities.
"Extraordinary Trust Expenses" shall have the meaning specified in
the Standard Terms.
"Final Scheduled Distribution Date" shall mean April 30, 2025.
"Indenture" shall mean the indenture pursuant to which the Underlying
Securities were issued.
"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 April 10, 2001) to but
excluding the current Distribution Date.
"Liquidation Price" shall mean the price at which the Trustee sells
the Underlying Securities.
"Liquidation Proceeds" shall have the meaning specified in the
Standard Terms.
"Maturity Date" shall have the meaning specified in Schedule I
hereto.
"Moody's" shall mean Xxxxx'x Investors Service, Inc.
"Optional Exchange" shall mean the exchange of the Certificates by
the Trust for the Underlying Securities, pursuant to Section 7 hereof.
"Optional Exchange Date" shall mean any Distribution Date on which
Underlying Securities subject to Optional Exchange are distributed to the
Depositor or any of its Affiliates, as a Certificateholder.
"Ordinary Expenses" shall mean the Trustee's ordinary expenses and
overhead in connection with its services as Trustee, including the items
referred to in the definition of Ordinary Expenses in the Standard Terms.
"Prepaid Ordinary Expenses" shall be zero for this Series.
4
"Prospectus Supplement" shall mean the Prospectus Supplement, dated
March 30, 2001, relating to the Certificates.
"Rating Agency" shall mean Moody's and S&P.
"Rating Agency Condition" shall have the meaning specified in the
Standard Terms.
"Record Date" shall mean, with respect to each Distribution Date, the
day immediately preceding the related Distribution Date.
"Required Interest" shall have the meaning specified in the Standard
Terms.
"Required Percentage-Amendment" shall be 66-2/3% of the aggregate
Voting Rights.
"Required Percentage-Direction of Trustee" shall be 66-2/3% of the
aggregate Voting Rights.
"Required Percentage-Remedies" shall be 66-2/3% of the aggregate
Voting Rights.
"Required Percentage-Removal" shall be 66-2/3% of the aggregate
Voting Rights.
"Required Rating" shall mean, in the case of Moody's, the rating
assigned to the Underlying Securities by Moody's as of the Closing Date, and, in
the case of S&P, the rating assigned to the Underlying Securities by S&P as of
the Closing Date.
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw Hill Companies Inc.
"Series" shall mean Series 2001-14.
"Trustee Fee" shall mean the amount paid to the Trustee by the
Depositor on the Closing Date.
"Trust Property" shall mean the Underlying Securities described on
Schedule I(A) and Schedule I (B) hereto and the Certificate Account.
"Underlying Securities" shall mean the 8.25% Underlying Securities
and the 8.625% Underlying Securities, each as set forth on Schedule I(A) and
Schedule I(B) attached hereto.
"Underlying Securities Issuer" shall mean Georgia-Pacific
Corporation.
5
"Underlying Securities Trustee" shall mean The Bank of New York.
"Underwriters" shall mean Xxxxxx Brothers Inc., an affiliate of the
Depositor, Prudential Securities Incorporated and Xxxxxx Xxxxxxxxxx Xxxxx LLC.
"Voting Rights" shall, in the entirety, be allocated among all Class
A Certificateholders in proportion to the then unpaid principal amounts of their
respective Certificates.
"8.25% Principal Reduction Amount" means an amount equal to the
product of (i) 94.2857% and (ii) the principal balance of the 8.25% Underlying
Securities being paid or redeemed.
"8.625% Principal Reduction Amount" means an amount equal to the
product of (i) 98.5714% and (ii) the percentage of the 8.625% Underlying
Securities being paid or redeemed.
"8.25% Underlying Securities" shall mean $6,500,000 aggregate
principal amount of 8.25% Debentures due March 1, 2023 issued by the Underlying
Securities Issuer.
"8.625% Underlying Securities" shall mean $35,400,000 aggregate
principal amount of 8.625% Debentures due April 30, 2025 issued by the
Underlying Securities Issuer.
(a) The terms listed below are not applicable to this Series.
"Accounting Date"
"Administrative Fees"
"Advance"
"Allowable Expense Amounts"
"Basic Documents"
"Calculation Agent"
"Call Premium Percentage"
"Credit Support"
"Credit Support Instrument"
"Credit Support Provider"
"Cut-off Date"
6
"Eligible Expense"
"Exchange Rate Agent"
"Fixed Pass-Through Rate"
"Floating Pass-Through Rate"
"Guaranteed Investment Contract"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
"Minimum Wire Denomination"
"Notional Amount"
"Optional Exchange Date"
"Pass-Through Rate"
"Place of Distribution"
"Purchase Price"
"Required Premium"
"Required Principal"
"Requisite Reserve Amount"
"Retained Interest"
"Sale Procedures"
"Sub-Administration Account"
"Sub-Administration Agreement"
"Sub-Administration Agent"
"Surety Bond"
"Swap Agreement"
7
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
"Swap Guarantor"
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "Corporate -Backed Trust Certificates, Series
2001-14 Trust." The Certificates evidencing certain undivided ownership
interests therein shall be known as "Corporate -Backed Trust Certificates,
Series 2001-14." The Certificates shall consist of the Class A Certificates (the
"Certificates").
(a) The Certificates shall be held through the Depository in
book-entry form and shall be substantially in the forms attached hereto as
Exhibit A. The Certificates shall be issued in denominations of $25. Except as
provided in the Standard Terms and in paragraph (c) of this Section, the Trust
shall not issue additional Certificates or incur any indebtedness.
(b) The Certificates have an initial aggregate certificate principal
amount ("Certificate Principal Amount") of $41,022,850. The 8.25% Underlying
Securities will mature on March 1, 2023 and the principal proceeds will be held
by the Trustee and invested in Eligible Investments until the April 30, 2023
Distribution Date. Such principal proceeds of the 8.25% Underlying Securities
shall be distributed to the Certificateholders and the Certificate Principal
Amount of the Certificates shall be reduced in accordance with Section 5(b)
hereof. The holders of the Certificates will be entitled to receive interest at
a rate of 8.75% per annum on the outstanding Certificate Principal Amount of the
Certificates. On April 30, 2001, the Trustee will pay to the Depositor a portion
of the interest accrued on the 8.625% Underlying Securities, to the extent the
Trustee receives such accrued interest in an amount equal to $1,327,208. To the
extent the Trustee receives such accrued interest, the Trustee shall retain
$29,792, which will be used to cover interest payable with respect to the
Certificates on April 30, 2001. The Trustee shall retain the amount of interest
accrued, if any, on the 8.25% Underlying Securities from March 1, 2001 to but
not including the Closing Date to pay interest on the Certificates on October
30, 2001.
(c) The Depositor may sell to the Trustee additional Underlying
Securities on any date hereafter upon at least 3 Business Days (or such lesser
period as may be agreed by the parties hereto) notice to the Trustee and upon
(i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion
of Counsel to the effect that the sale of such additional Underlying Securities
will not materially increase the likelihood that the Trust would fail to qualify
8
as a grantor trust under the Code. Upon such sale to the Trustee, the Trustee
shall deposit such additional Underlying Securities in the Certificate Account,
and shall authenticate and deliver to the Depositor, on its order, Certificates
in the same proportion as the original Certificates to the original Underlying
Securities. Any such additional Certificates authenticated and delivered shall
have the same terms and rank pari passu with the original Certificates,
respectively, issued in accordance with this Series Supplement.
Section 4. Trust Certificates. The Trustee hereby acknowledges
receipt, on or prior to the Closing Date, of:
(i) the Underlying Securities set forth on each of the Underlying
Securities Schedules; and
(ii) all documents required to be delivered to the Trustee pursuant
to Section 2.01 of the Standard Terms.
Section 5. Distributions. (a)(i) On each applicable Distribution
Date, the Trustee shall apply Available Funds in the Certificate Account as
follows, in the following order of priority:
(a) the Trustee will pay the interest portion of Available Funds with
respect to the Underlying Securities:
(1) first, to the Trustee, as reimbursement for any Extraordinary
Trust Expenses incurred by the Trustee with respect to the Underlying Securities
in accordance with Section 6(b) below and approved by 100% of the
Certificateholders;
(2) second, to the holders of the Certificates, interest at the rate
of 8.75% per annum on the principal amount of the Certificates; and
(3) third, to the Depositor, any remaining interest portion of
Available Funds and any reinvestment proceeds on amounts paid in respect of the
Underlying Securities.
(b) the Trustee will pay the remaining Available Funds with respect
to the Underlying Securities:
(1) first, to the Trustee, as reimbursement for any remaining
Extraordinary Trust Expenses incurred by the Trustee with respect to the
Underlying Securities in accordance with Section 6(b) below and approved by 100%
of the Certificateholders; and
(2) second, to the holders of the Certificates, all remaining
amounts.
9
(b) Notwithstanding any other provision hereof, principal proceeds
received with respect to the 8.25% Underlying Securities and the 8.625%
Underlying Securities prior to the Final Scheduled Distribution Date will result
in pro rata decreases in the outstanding principal amounts of the Certificates
by an amount equal to the 8.25% Principal Reduction Amount and the 8.625%
Principal Reduction Amount, respectively. Such principal proceeds will be
distributed to Certificateholders on the date of receipt of such amounts;
provided however, that any amounts received on the Maturity Date of either of
the Underlying Securities will be invested in Eligible Investments by the
Trustee and will be distributed to Certificateholders on the next Distribution
Date.
(c) Notwithstanding any other provision hereof, in the event of the
occurrence of (i) a payment default on the Underlying Securities or (ii) an
acceleration of the date of maturity of the Underlying Securities in connection
with a default thereon, the Trustee shall proceed against the Underlying
Securities Issuer on behalf of the Certificateholders to enforce the Underlying
Securities or otherwise to protect the interests of the Certificateholders,
provided that, holders of the Certificates representing a majority of the Voting
Rights on the Certificates will be entitled to direct the Trustee in any such
proceeding or direct the Trustee to sell the Underlying Securities. If the
Trustee is directed to sell the Underlying Securities, the Trustee shall solicit
bids for the sale of the Underlying Securities with settlement thereof on or
before the third (3rd) Business Day after such sale from three leading dealers
in the relevant market. Any of the following dealers (or their successors) shall
be deemed to qualify as leading dealers: (1) Credit Suisse First Boston
Corporation, (2) Xxxxxxx, Xxxxx & Co., (3) Xxxxxx Brothers Inc., (4) Xxxxxxx
Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, (5) UBS Warburg LLC and (6) Xxxxxxx
Xxxxx Xxxxxx Inc. The Trustee shall not be responsible for the failure to obtain
a bid so long as it has made reasonable efforts to obtain bids. If a bid for the
sale of the Underlying Securities has been accepted by the Trustee but the sale
has failed to settle on the proposed settlement date, the Trustee shall request
new bids from such leading dealers. In the event of such sale or of an
acceleration and a corresponding payment on the Underlying Securities, the
Trustee shall distribute the proceeds to the Certificateholders no later than
two Business Days after the receipt of immediately available funds in accordance
with Section 5(b) hereof.
(d) In the event that the Trustee receives non-cash property in
respect of the Underlying Securities as a result of a payment default on the
Underlying Securities (including from the sale thereof), the Trustee will
promptly give notice to the Depositary, or for any Certificates which are not
then held by DTC or any other depository, directly to the registered holders of
the Certificates then outstanding and unpaid. Such notice shall state that, not
later than 30 days after the receipt of such moneys or other property, the
Trustee will allocate and distribute such property in accordance with Section
5(b) hereof (after deducting the costs incurred in connection therewith).
Property other than cash will be liquidated by the Trustee, and the proceeds
thereof distributed in cash, only to the extent necessary to avoid distribution
of fractional securities to Certificateholders. In-kind distribution of
Underlying Securities to Certificateholders will be deemed to reduce the
10
principal amount of Certificates in accordance with the 8.25% Principal
Reduction Amount and the 8.625% Principal Reduction Amount, as applicable.
(e) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any required distributions due on 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.
(f) If a payment with respect to the Underlying Securities is made to
the Trustee after the Distribution Date on which such payment was scheduled to
be distributed in respect of the Certificates, then the Trustee will distribute
any such amounts received on the next occurring Business Day (a "Special
Distribution Date") as if the funds had constituted Available Funds on the
Distribution Date immediately preceding such Special Distribution Date;
provided, however, that the Record Date for such Special Distribution Date shall
be five Business Days prior to the day on which the related payment was received
from either of the Underlying Securities Trustees.
Section 6. Trustee's Fees. (a) As compensation for its services
hereunder, the Trustee shall be entitled to the Trustee Fee. The Trustee Fee
shall be paid by the Depositor and not from Trust Property. The Trustee shall
bear all Ordinary Expenses. Failure by the Depositor to pay such amount shall
not entitle the Trustee to any payment or reimbursement from the Trust, nor
shall such failure release the Trustee from the duties it is required to perform
under the Trust Agreement.
(b) Extraordinary Expenses shall not be paid out of the Trust
Property unless all the Certificateholders then outstanding have voted to
require the Trustee to incur such Extraordinary Expenses. The Trustee may incur
other Extraordinary Expenses if any lesser percentage of the Certificateholders
requesting such action pursuant hereto reimburse the Trustee for the cost
thereof from their own funds in advance. If Extraordinary Expenses are not
approved unanimously as set forth in the first sentence of this Section 6(b),
such Extraordinary 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.
Section 7. Optional Exchange.
(a) (i) With respect to the 8.25% Underlying Securities and the
8.625% Underlying Securities, on each Distribution Date (or, if the Depositor or
an Affiliate of the Depositor holds all of the Certificates, on any other date)
the Depositor or any Affiliate of the Depositor, if it is then the holder of
Certificates of a certain principal amount (the "Exchange Principal Amount") may
tender such Certificates to the Trustee on such date and receive a distribution
of Underlying Securities. Such distribution shall consist of 8.25% Underlying
Securities and 8.625% Underlying Securities in the same ratio as such different
securities on deposit hereunder bear to each other and to the Certificates on
the date of such exchange. Any right to exchange under this Section 7(a) shall
be exercisable only (a) to the extent that the Depositor provides upon the
11
Xxxxxxx's request an opinion of counsel that such exchange would not affect the
characterization of the Trust as a "grantor trust" for federal income tax
purposes and (b) to the extent permitted under Section 7(a)(iv) hereof.
(ii) Any such Affiliate of the Depositor must provide notice to the
Trustee (an "Exchange Request") no less than 15 days (or such shorter period
acceptable to the Trustee) but not more than 30 days prior to an Optional
Exchange Date that it requests an Optional Exchange of Certificates on such
Optional Exchange Date.
(iii) The Trustee shall not be obligated to determine whether an
Optional Exchange complies with the applicable provisions for exemption under
Rule 3a-7 of the Investment Company Act of 1940, as amended, or the rules or
regulations promulgated thereunder.
(iv) Any such Optional Exchange by any Affiliate of the Depositor,
will be subject to the following restrictions: (a) certification to the Trustee
that any Certificates to be exchanged have been held for a minimum of six months
and (b) each Optional Exchange is limited in amount to a maximum of 5% (except
for Certificates acquired by the Underwriter but never distributed to investors,
in which case 25%) of the then outstanding principal amount of the Certificates.
(v) The provisions of Section 4.07 of the Standard Terms shall not
apply to an Optional Exchange pursuant to this Section. This Section 7 shall not
provide the Depositor with a lien against, an interest in or a right to specific
performance with respect to the Underlying Securities.
Section 8. Events of Default.
Within 30 days of the occurrence of an Event of Default in respect of
the Certificates, the Trustee will give notice to the Certificateholders,
transmitted by mail, of all such uncured or unwaived Events of Default known to
it. However, except in the case of an Event of Default relating to the payment
of principal, if any, 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 Series 2001-14 Certificates.
(b) The provisions of Section 4.07, Optional Exchange, of the
Standard Terms shall not apply to the Series 2001-14 Certificates.
(c) The Trustee shall simultaneously forward reports to
Certificateholders pursuant to Section 4.03 of the Standard Terms and to the New
York Stock Exchange.
12
(d) Except as expressly provided herein, the Certificateholders shall
not be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities.
(e) The provisions of Section 3.07(d) of the Standard Terms shall not
apply to the Series 2001-14 Certificates.
(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) The outstanding principal balance of the Certificates shall not
be reduced by the amount of any Realized Losses (as defined in the Standard
Terms).
(h) 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.
(i) Notwithstanding anything in the Trust Agreement to the contrary,
the Trustee may be removed upon 60 days prior written notice delivered by the
holders of the Certificates representing the Required Percentage-Removal.
(j) In the event that the Internal Revenue Service challenges the
characterization of the Trust as a grantor trust, the Trustee shall then file
such forms as the Depositor may specify to establish the Trust's election
pursuant to Section 761 of the Code to exclude the Trust from the application of
Subchapter K of the Code and is hereby empowered to execute such forms on behalf
of the Certificateholders.
(k) Notwithstanding anything in the Standard Terms to the contrary,
the Trustee, upon written direction by the Depositor, will execute the
Certificates.
(l) In relation to Section 7.01(f) of the Standard Terms, any
periodic reports filed by the Trustee pursuant to the Securities and Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder,
in accordance with the customary practices of the Depositor, need not contain
any independent reports.
(n) Notwithstanding anything in the Trust Agreement to the contrary,
the Trustee will have no recourse to the Underlying Securities.
13
(o) The Trust will not merge or consolidate with any other entity
without confirmation from each Rating Agency that such merger or consolidation
will not result in the qualification, reduction or withdrawal of its
then-current rating on the Certificates.
(p) 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:
Xxxxxx ABS Corporation
3 World Financial Center
New York, New York 10285
Attention: Structured Credit Trading
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Trustee, to:
U.S. Bank Trust National Association
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Rating Agencies, to:
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Attention: CBO/CLO Monitoring Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and to:
14
Standard & Poor's
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Surveillance Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the New York Stock Exchange, to:
New York Stock Exchange, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Section 10. 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.
Section 11. 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.
Section 12. Termination of the Trust. The Trust shall terminate upon
the earliest to occur 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 Final Scheduled Distribution Date and (iii) the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St.
Xxxxx, living on the date hereof.
Section 13. Sale of Underlying Securities. In the event of a sale of
the Underlying Securities pursuant to Section 5(c) hereof, the Liquidation
Proceeds, if any, shall be deposited into the Certificate Account for
distribution to the Certificateholders. The Trustee shall only deliver the
Underlying Securities to the purchaser of such Underlying Securities against
payment in same day funds deposited into the Certificate Account.
Section 14. Amendments. Notwithstanding anything in the Trust
Agreement to the contrary, in addition to the other restrictions on modification
and amendment contained therein, the Trustee shall not enter into any amendment
or modification of the Trust Agreement which would adversely affect in any
material respect the interests of the holders of any class of Certificates
15
without the consent of the holders of 100% of such class of Certificates;
provided, however, that no such amendment or modification will be permitted
which would alter the status of the Trust as a grantor trust for federal income
tax purposes. Further, no amendment shall be permitted which would adversely
affect in any material respect the interests of any Class of Certificateholders
without confirmation by each Rating Agency that such amendment will not result
in a downgrading or withdrawal of its rating of such Certificates.
Section 15. 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 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)
which 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 which with the passage of time would become an event of
default under the Underlying Securities and with the unanimous consent of all
outstanding Certificateholders, or (iii) which 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 Certificateholders representing 100% of the Certificates. The Trustee
shall have no liability for any failure to act resulting from
Certificateholders' late return of, or failure to return, directions requested
by the Trustee from the Certificateholders.
In the event that 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 all of the Certificateholders of
16
such offer promptly. The Trustee must reject any such offer unless the Trustee
is directed by the affirmative vote of the holders of 100% of all of the
Certificates to accept such offer and the Trustee has received the tax opinion
described above.
If an event of default under the Indenture occurs and is continuing,
and if directed by a majority of the outstanding Certificateholders, the Trustee
shall vote the Underlying Securities in an outstanding principal amount equal to
the outstanding certificate principal amount of the Certificates in favor of
directing, or take such other action as may be appropriate to direct, either of
the Underlying Securities Trustees to declare the unpaid principal amount of the
Underlying Securities and any accrued and unpaid interest thereon to be due and
payable.
17
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.
XXXXXX ABS CORPORATION,
as Depositor
By: /s/ Xxxx Xxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee on behalf
of the Corporate Backed Trust
Certificates Series, 2001-14
Trust
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
18
SCHEDULE I(A)
SERIES 2001-14
8.25% UNDERLYING SECURITIES SCHEDULE
------------------------------------
Underlying Securities: 8.25% Debentures due March 1, 2023.
Underlying Securities Issuer: Georgia-Pacific Corporation.
CUSIP Number: 000000XX0.
Principal Amount Deposited: $6,500,000.
Original Issue Date: March 4, 1993.
Maturity Date: March 1, 2023.
Principal Payment Date: March 1, 2023.
Interest Rate: 8.25% per annum.
Interest Payment Dates: March 1st and September 1st.
19
SCHEDULE I(B)
SERIES 2001-14
8.625% UNDERLYING SECURITIES SCHEDULE
-------------------------------------
Underlying Securities: 8.625% Debentures due April 30, 2025.
Underlying Securities Issuer: Georgia-Pacific Corporation.
CUSIP Number: 000000XX0.
Principal Amount Deposited: $35,400,000.
Original Issue Date: April 25, 1995.
Maturity Date: April 30, 2025.
Principal Payment Date: April 30, 2025.
Interest Rate: 8.625% per annum.
Interest Payment Dates: April 30th and October 30th.
20
EXHIBIT A
Form of Trust Certificate Class A
---------------------------------
NUMBER [____] [1,640,914] $[25] PAR
CERTIFICATES
CUSIP NO. [_______]
SEE REVERSE FOR CERTAIN DEFINITIONS
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 PROPORTIONATE UNDIVIDED
BENEFICIAL OWNERSHIP 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 ASSETS
ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
XXXXXX ABS CORPORATION
[1,640,914] $[25] PAR
CORPORATE BACKED TRUST CERTIFICATES,
SERIES 2001-14
8.75% INTEREST RATE
evidencing a proportionate undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists principally of $[_________]
aggregate principal amount of 8.25% Debentures due March 1, 2023 (the "8.25%
Underlying Securities") and $[_________] aggregate principal amount of 8.625%
Debentures due April 30, 2025 (the "8.625% Underlying Securities" and, together
with the 8.25% Underlying Securities, the "Underlying Securities") issued by
Georgia-Pacific Corporation (the "Underlying Securities Issuer") and all
payments received thereon (the "Trust Property"), deposited in trust by Xxxxxx
ABS Corporation (the "Depositor").
THIS CERTIFIES THAT [_______] is the registered owner of
$[________] DOLLARS nonassessable, fully-paid, proportionate undivided
beneficial ownership interest in the Corporate Backed Trust Certificates, Series
2001-14 Trust, formed by the Depositor.
A-2
The Trust was created pursuant to a Standard Terms for
Trust Agreements, dated as of January 16, 2001 (the "Standard Terms"), between
the Depositor and U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Supplement, Series 2001-14, dated as
of April 10, 2001 (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 "Corporate Backed Trust Certificates, Series 2001-14 (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)
Underlying Securities described in the Trust Agreement; (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after April
10, 2001 together with any proceeds thereof; and (iii) all funds from time to
time deposited with the Trustee relating to the Certificates, together with any
and all income, proceeds and payments with respect thereto; provided, however,
that any income from the investment of Trust funds in certain permitted
investments ("Eligible Investments") does not constitute 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 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 proportionate undivided beneficial ownership
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 Securities 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 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
A-3
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.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
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.
A-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed as of the date set forth below.
CORPORATE BACKED TRUST CERTIFICATES,
SERIES 2001-14 TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:
-----------------------------------------
Authorized Signatory
Dated: [__________]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is on one of the Corporate Backed Trust Certificates,
Series 2001-14, described in the Trust Agreement referred to herein.
U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:
---------------------------------------
Authorized Signatory
A-5
(REVERSE OF CERTIFICATE)
The Certificates are limited in right of distribution to
certain payments and collections respecting the Underlying Securities, 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 the Certificates in the manner
set forth in the Series Supplement and the Standard Terms. 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 in
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 denominations of $25.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
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 in the Borough of Manhattan, the City of New York, 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
amount will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is U.S. Bank Trust
National Association.
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
the Certificateholder agrees to treat the Trust, any distributions therefrom and
its beneficial interest in the Certificates consistently with such
characterization.
A-6
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 Securities;
(ii) a call of all Certificates in connection with an Optional Call, and (iii)
the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
An employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), a plan described in Section
4975(e) of the Code, an entity whose underlying assets include plan assets by
reason of any such plan's investment in the entity, including an individual
retirement account or Xxxxx plan (any such, a "Plan") may purchase and hold
Certificates if the Plan can represent and warrant that its purchase and holding
of the Certificates would not be prohibited under ERISA or the Code.
A-7
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. Signatures must be guaranteed by
an "eligible guarantor institution" meeting the requirements of the Certificate
Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Certificate Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
A-8
