Exhibit 7
SUPPLEMENT
TO
SERIES SUPPLEMENT
VERIZON NEW YORK DEBENTURE-BACKED SERIES 2004-1
THIS SUPPLEMENT, dated as of January 28, 2004 (this "Supplement"),
to the Series Supplement, dated as of January 15, 2004 (the "Series
Supplement") between Xxxxxx ABS Corporation, as depositor (the "Depositor")
and U.S. Bank Trust National Association, as the trustee (the "Trustee" and
together with the Depositor, the "Parties").
W I T N E S S E T H:
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WHEREAS, the Parties entered into the Series Supplement for the
purpose of setting forth, among other things, certain supplemental information
with respect to the issuance of certificates initially designated Corporate
Backed Trust Certificates, Verizon New York Debenture-Backed Series 2004-1.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Parties hereby agree as follows:
1. Pursuant to Section 3(d) of the Series Supplement, the Depositor
hereby sells to the Trust an additional $55,000,000 of Underlying Securities
and the Trust hereby issues an additional 2,200,000 Class A-1 Certificates
with an initial aggregate Certificate Principal Balance of $55,000,000 and
additional Class A-2 Certificates with an initial notional amount of
$55,000,000 (the "Additional Certificates"). The Additional Certificates shall
have an original issue date of even date herewith. The Trust is also issuing
call warrants with respect to the Additional Certificates (the "Additional
Call Warrants"). The descriptions of the Underlying Securities, the
Certificates and the Call Warrants in the Series Supplement, including the
Schedules and Exhibits thereto, shall be deemed to be amended mutatis
mutandis.
2. Effect of Supplement. Except as supplemented hereby, the Series
Supplement is ratified and confirmed and continues in full force and effect.
3. Counterparts. This Supplement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one and the same instrument.
4. Governing Law. THIS 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
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
5. Headings. The headings of Sections contained in this Amendment
are provided for convenience only. They form no part of this Amendment or the
Series Supplement and shall not affect the construction or interpretation of
this Amendment or Series Supplement or any provisions hereof or thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to the Series Supplement to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.
XXXXXX ABS CORPORATION
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
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,
Verizon New York Debenture-Backed
Series 2004-1 Trust
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
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