Exhibit 4.1
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SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
SERIES 2001-1 TRUST
between
XXXXXX ABS CORPORATION,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CORPORATE BACKED TRUST CERTIFICATES
Dated as of January 16, 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; Optional Call..................................10
Section 0.Xxxxxx of Default.................................................12
Section 9. Miscellaneous....................................................12
Section 10 Governing Law....................................................15
Section 11 Counterparts.....................................................15
Section 12 Termination of the Trust.........................................15
Section 13 Sale of Underlying Securities....................................15
Section 14. Amendments......................................................15
Section 00.Xxxxxx of Underlying Securities, Modification of Indenture.......16
SCHEDULE I SERIES 2001-1 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A STANDARD TERMS FOR TRUST AGREEMENTS
EXHIBIT B-1 FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT B-2 FORM OF TRUST CERTIFICATE CLASS A-2
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SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
Series 2001-1 TRUST
SERIES SUPPLEMENT, Series 2001-1, dated as of January 16, 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 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 2001-1 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.
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"Accreted Principal Amount" for the Class A-2 Certificates means for
each six-month period from and including each date specified in Schedule II
hereof to but excluding the next such date, the amount specified in Schedule II
as the "Ending Balance" for such beginning date.
"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 and proceeds of redemption of the Underlying
Securities shall be included in Available Funds.
"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 Underlying
Securities Indenture.
"Call Date" shall mean any date occurring on or after January 15,
2006, or after the announcement of any redemption or other unscheduled payment
of the Underlying Securities on which the Call Rights are exercised and the
proceeds of an Optional Call are distributed to holders of the Certificates
pursuant to Section 7 hereof.
"Call Price" shall mean, for each related Call Date, (i) in the case
of the Class A-1 Certificates, the principal amount of the Class A-1
Certificates to be purchased by the Rights Holder on such date, plus any accrued
and unpaid interest on such amount to but excluding the Call Date and (ii) in
the case of the Class A-2 Certificates, the Accreted Principal Amount of the
Class A-2 Certificates to be purchased by the Rights Holder on such date.
"Call Request" shall have the meaning specified in Section 7(b)
hereof.
"Call Rights" shall mean the rights to purchase in whole or in part
at the Call Price the Certificates, and thereby cause an Optional Call of the
Certificates on any Call Date pursuant to the Optional Call provisions of
Section 7 hereof.
"Certificate Account" shall have the meaning specified in the
Standard Terms.
"Certificates" shall have the meaning specified in Section 3(a)
hereof.
"Class A-1 Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit B-1, 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.
"Class A-2 Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit B-2, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
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to be made by the Trust and having the characteristics described herein and in
the Certificates.
"Closing Date" shall mean January 16, 2001.
"Collection Period" shall mean, (i) with respect to each July
Distribution Date, the period beginning on the day after the January
Distribution Date and ending on such July Distribution Date, inclusive and, (ii)
with respect to each January Distribution Date, the period beginning on the day
after the July Distribution Date of a given year and ending on the January
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 January 15 and July 15 of each year
(or if such date is not a Business Day, the next succeeding Business Day),
commencing on July 15, 2001 and ending on the Final Scheduled Distribution Date
(absent the exercise by the Underlying Securities Issuer of its right to defer
interest payments) or any date on which the Underlying Securities Issuer
exercises an optional redemption right.
"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;
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 Junior Subordinated Debentures.
"Extraordinary Trust Expenses" shall have the meaning specified in
the Standard Terms.
"Final Scheduled Distribution Date" shall mean January 15, 2027.
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"Indenture" shall mean the indenture pursuant to which the assets of
the Underlying Securities Issuer 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 January 16, 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 Call" shall mean the call of the Certificates by the Rights
Holder, in whole or in part, resulting from the exercise of Call Rights by the
Rights Holder, pursuant to Section 7 hereof.
"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.
"Prospectus Supplement" shall mean the Prospectus Supplement, dated
January 4, 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.
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"Required Interest" shall have the meaning specified in the Standard
Terms.
"Required Percentage-Amendment" shall be 66-2/3% of the aggregate
Voting Rights unless the subject amendment requires the vote of holders of only
one Class of Certificates pursuant to the Standard Terms, in which case 66-2/3%
of the Certificate Principal Amount of such Class.
"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.
"Rights Holder" shall mean the holder of the Call Rights.
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw Hill Companies Inc.
"Series" shall mean Series 2001-1.
"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 hereto and the Certificate Account.
"Underlying Securities" shall mean $46,851,000 aggregate principal
amount of 7.54% Cumulative Capital Securities due January 15, 2027 issued by the
Underlying Securities Issuer, as set forth on Schedule I attached hereto.
"Underlying Securities Issuer" shall mean JPM Capital Trust I.
"Underlying Securities Trustee" shall mean U.S. Bank Trust National
Association.
"Underwriters" shall mean Xxxxxx Brothers Inc., an affiliate of the
Depositor, Prudential Securities Incorporated and UBS Warburg LLC.
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"Voting Rights" shall, in the entirety, be allocated among all Class
A-1 Certificateholders and Class A-2 Certificateholders in proportion to the
then unpaid principal amounts of their respective Certificates.
(b) 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"
"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"
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"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"
"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
2001-1 Trust." The Certificates evidencing certain undivided ownership interests
therein shall be known as "Corporate -Backed Trust Certificates, Series 2001-1."
The Certificates shall consist of the Class A-1 Certificates and the Class A-2
Certificates (together, 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
Exhibits B-1 and B-2. The Class A-1 Certificates shall be issued in
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denominations of $25. The Class A-2 Certificates shall be issued in minimum
denominations of $1,000,000 and in integral multiples of $1,000 in excess
thereof. One Class A-2 Certificate may be issued in an amount that is not an
integral multiple of the applicable minimum denomination. Except as provided in
the Standard Terms, the Trust shall not issue additional Certificates or incur
any indebtedness.
(b) The Class A-1 Certificates have an initial aggregate Certificate
Principal Amount of $45,000,000. The Class A-2 Certificates have an initial
aggregate Certificate Principal Amount of $1,851,000.
(c) The holders of the Class A-1 Certificates will be entitled to
receive on each Distribution Date the interest, if any, received on the
Underlying Securities, to the extent necessary to pay interest at a rate of
7.85% per annum on the outstanding Certificate Principal Amount of the Class A-1
Certificates. The Class A-2 Certificates shall not bear interest. On July 15,
2001, the Trustee will pay to the Depositor the amount of interest accrued on
the Underlying Securities from January 15, 2001 to but not including the Closing
Date.
Section 4. Trust Certificates. The Trustee hereby acknowledges
receipt, on or prior to the Closing Date, of:
(i) the Underlying Securities set forth on the Underlying Securities
Schedule; and
(ii) all documents required to be delivered to the Trustee pursuant
to Section 2.01 of the Standard Terms.
Section 5. Distributions. (a)On each applicable Distribution Date,
the Trustee shall apply Available Funds in the Certificate Account as follows
(subject to Section 5(b) below), in the following order of priority:
(i) the Trustee will pay the interest portion of Available Funds:
(a) first, to the Trustee, as reimbursement for any
Extraordinary Trust Expenses incurred by the Trustee
in accordance with Section 6(b) below and approved by
100% of the Certificateholders;
(b) second, to the holders of the Class A-1 Certificates,
as interest at the rate of 7.85% per annum (subject
to Section 5(b) hereof) on the principal amount of
the Class A-1 Certificates; and
(c) third, any remainder to the Depositor.
(ii) the Trustee will pay the principal portion of Available Funds:
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(a) first, to the Trustee, as reimbursement for any
remaining Extraordinary Trust Expenses incurred by
the Trustee in accordance with Section 6(b) below and
approved by 100% of the Certificateholders; and
(b) second, to the holders of the Class A-1 Certificates
and the Class A-2 Certificates, pro rata in the
proportion that the outstanding principal amount of
the Class A-1 Certificates bears to the outstanding
principal amount of the Class A-2 Certificates.
(b) Distributions of interest on the Class A-1 Certificates shall be
deferred in the event of the deferral of payment on the Underlying Securities.
Distributions on the Underlying Securities may be deferred pursuant to the
Underlying Securities Indenture for up to ten consecutive semiannual interest
periods (each a "Deferral Period") provided that no Deferral Period may extend
beyond the Final Scheduled Maturity Date. During any Deferral Period, interest
on the Underlying Securities will continue to accrue at the applicable rate per
annum compounded semi-annually. However, interest that accrues on deferred and
compounded interest on the Underlying Securities will not be sufficient to pay
interest at the otherwise applicable rate of 7.85% on deferred and compounded
interest on the Class A-1 Certificates. Interest on deferred and compounded
interest on the Class A-1 Certificates will be owing only to the extent that
such interest is actually received by the Trustee on the Underlying Securities.
(c) Notwithstanding any other provision hereof, amounts recovered in
respect of the Underlying Securities prior to the Final Scheduled Distribution
Date following (i) an acceleration of the date of maturity of the Underlying
Securities, (ii) the redemption or other prepayment of the Underlying Securities
by the Underlying Securities Issuer or (iii) the sale of the Underlying
Securities by the Trust, shall be distributed pursuant to the priorities
specified in Section 5(a) hereof. The Certificates shall be subject to a
mandatory redemption on any Distribution Date on which the Underlying Securities
are redeemed by the Underlying Securities Issuer.
(d) 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 Securities LLC and (6)
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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.
(e) 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 to the holders of
Certificates then outstanding and unpaid, pro rata by principal amount (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 such property to Certificateholders
will be deemed to reduce the principal amount of Certificates on a
dollar-for-dollar basis.
(f) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any required distributions due to any Class of 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.
(g) If a payment with respect to the Underlying Securities is made to
the Trustee after the payment date of the Underlying Securities 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") 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 the Underlying Securities Trustee.
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. Notwithstanding any language to the contrary in the
Standard Terms or in this Series Supplement, on each Distribution Date the
Trustee shall be paid by the Depositor one half of the annual Trustee's Fee.
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.
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(b) Extraordinary Expenses shall not be paid out of the Trust
Property unless all the Certificateholders of each of Class A-1 and Class A-2
Certificates 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; Optional Call.
(a) (i) On each Distribution Date (or, if the Depositor or an
Affiliate of the Depositor holds all of the Certificates, on any other date) any
Affiliate of the Depositor, if it is then the holder of Class A-2 Certificates
of a certain principal amount and Class A-1 Certificates representing a like
percentage of the principal amount thereof, may tender such Certificates to the
Trustee on such date and receive a distribution of Underlying Securities
representing a like percentage of the Underlying Securities to the percentages
of the Class A-1 Certificates and Class A-2 Certificates being tendered by the
Depositor or Affiliate to the Trustee; provided, however, that any right to
exchange shall be exercisable only (a) to the extent that the Depositor provides
upon the Trustee'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 Class A-2
Certificates, provided, however, that such restrictions shall not apply to the
exchange of Certificates that were acquired pursuant to Section 7(b).
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(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.
(b) (i) On any Call Date, the Certificates may be called at the Call
Price, in whole or in part, by the Rights Holder, or an affiliate thereof, upon
payment of the Call Price on or prior to such Call Date.
(ii) The Rights Holder may provide notice to the Trustee (a "Call
Request") no less than 5 Business Days prior to any Call Date, that it is
exercising its Call Rights with respect to the Underlying Securities on such
Call Date.
(iii) Upon receipt of a Call Request, the Trustee shall provide a
conditional call notice to the Depository not less than 3 Business Days prior to
the applicable Call Date.
(iv) As a condition to any Optional Call, an opinion of counsel to
the Rights Holder shall be delivered to the Rating Agencies, in form
satisfactory to the Rating Agencies, indicating that payment of the Call Price
shall not be recoverable as a preferential transfer or fraudulent conveyance
under the United States Bankruptcy Code. Such opinion may contain customary
assumptions and qualifications. In addition, the Rights Holder shall provide a
certificate of solvency to the Trustee.
(v) Deliveries of the Certificates called to the Rights Holder (the
"Purchaser") will only be made against payment by the Purchaser of the Call
Price in immediately available funds. Such payment must occur no later than
10:00 a.m. New York City time on the Call Date. In the event that the Purchaser
fails to make such payment by such time (a "Purchase Default"), the sale shall
be voided and the Optional Call will be deemed not to be effective with respect
to such Distribution Date, and the Certificates and the Call Rights shall
continue to remain outstanding. Subject to receipt of the Call Price as
aforesaid, the Trustee shall pay the Call Price to the Certificateholders on the
Call Date.
(vi) The Trustee shall not consent to any amendment or modification
of this Agreement (including the Standard Terms) which would alter the timing or
amount of any payment of the Call Price without the prior written consent of the
Rights Holder. Any amendment to the Call Price for any Class of Certificates
shall require the consent of 100% of the holders of such Class (but shall be
deemed to have no adverse effect on holders of the other Class of Certificates).
(vii) The Trustee shall not be obligated to determine whether an
Optional Call 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.
(viii) This Section 7 shall not provide the Rights Holder with a lien
against, an interest in or a right to specific performance with respect to the
Underlying Securities.
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(ix) The Rights Holder shall initially be the Depositor and such Call
Rights may be transferred. However, the Trustee is under no obligation to
recognize any notice of transfer unless it is signed by the transferor and the
transferee.
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 2001-1 Certificates.
(b) The provisions of Section 4.07, Optional Exchange, of the
Standard Terms shall not apply to the Series 2001-1 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.
(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 2001-1 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
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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 Class A-1 and Class A-2 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.
(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
14
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:
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
Class A-1 and Class A-2 Certificateholders; (ii) the Final Scheduled
Distribution Date and (iii) the expiration of 21 years from the death of the
15
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of
the United States to the Court of Xx. 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(d) hereof, the Liquidation
Proceeds, if any, shall be deposited into the Certificate Account for
distribution to the Class A-1 and Class A-2 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
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
16
default under the Underlying Securities and with the unanimous consent of all
outstanding Class A-1 and Class A-2 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 Class A-2 Certificates and 100% of the Class A-1
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 the Class A-1 and Class A-2
Certificateholders of 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 the Class A-1 and Class A-2 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 Class A-1 and Class A-2
Certificateholders, the Trustee shall vote the Underlying Securities in an
outstanding principal amount equal to the outstanding certificate principal
amount of the Class A-1 and Class A-2 Certificates 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.
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:
------------------------------------------
Name:
Title:
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee on behalf
of the Corporate Backed Trust
Certificates Series, 2001-1
Trust
By:
------------------------------------------
Name:
Title:
18
SCHEDULE I
SERIES 2001-1
UNDERLYING SECURITIES SCHEDULE
------------------------------
Underlying Securities: 7.54% Cumulative Capital
Securities due January 15, 2027.
Underlying Securities Issuer: JPM Capital Trust I.
CUSIP Number: 00000XXX0.
Principal Amount Deposited: $46,851,000.
Original Issue Date: December 4, 1996.
Principal Amount of
Underlying Securities
Originally Issued: $750,000,000.
Maturity Date: January 15, 2027.
Principal Payment Date: January 15, 2027.
Interest Rate: 7.54% per annum.
Interest Payment Dates: January 15th and July 15th.
Underlying Securities Record Dates: The day immediately preceding
each Distribution Date.
19
SCHEDULE II
JPM RETAIL BOND
CLASS "A-2"
TRANCHE CALL SCHEDULE
DATE ENDING BALANCE
---- --------------
1/16/01 $ 146,407
7/15/01 $ 153,728
1/15/02 $ 161,414
7/15/02 $ 169,485
1/15/03 $ 177,959
7/15/03 $ 186,857
1/15/04 $ 196,200
7/15/04 $ 206,010
1/15/05 $ 216,310
7/15/05 $ 227,126
1/15/06 $ 238,482
7/15/06 $ 250,406
1/15/07 $ 262,927
7/15/07 $ 276,073
1/15/08 $ 289,877
7/15/08 $ 304,370
1/15/09 $ 319,589
7/15/09 $ 335,568
1/15/10 $ 352,347
7/15/10 $ 369,964
1/15/11 $ 388,462
7/15/11 $ 407,885
1/15/12 $ 428,280
7/15/12 $ 449,694
1/15/13 $ 472,178
7/15/13 $ 495,787
1/15/14 $ 520,577
7/15/14 $ 546,605
1/15/15 $ 573,936
7/15/15 $ 602,632
1/15/16 $ 632,764
7/15/16 $ 664,402
1/15/17 $ 697,622
7/15/17 $ 732,504
1/15/18 $ 769,129
7/15/18 $ 807,585
1/15/19 $ 847,964
7/15/19 $ 890,363
1/15/20 $ 934,881
7/15/20 $ 981,625
20
1/15/21 $ 1,030,706
7/15/21 $ 1,082,241
1/15/22 $ 1,136,353
7/15/22 $ 1,193,171
1/15/23 $ 1,252,830
7/15/23 $ 1,315,471
1/15/24 $ 1,381,245
7/15/24 $ 1,450,307
1/15/25 $ 1,522,822
7/15/25 $ 1,598,963
1/15/26 $ 1,678,912
7/15/26 $ 1,762,857
1/15/27 $ 1,851,000
21
