EXHIBIT 4.1
THIS FIRST Amendment, dated as of August 15, 2001 ("First Amendment")
between XXXXXX ABS CORPORATION, a Delaware corporation ("Depositor") and U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"), to the Series Supplement, dated as of May 24, 2001 (the "First
Supplement"), as supplemented by a supplement to the Series Supplement, dated as
of June 29, 2001 (the "Second Supplement" and, together with the First
Supplement, the "Series Supplement"), which supplements the Standard Terms for
Trust Agreements, dated as of January 16, 2001 (the "Standard Terms" and,
together with the Series Supplement, the "Trust Agreement"), between the
Depositor and the Trustee.
WHEREAS, Section 10.01 of the Standard Terms permits the amendment of the
Series Supplement to correct a provision therein upon the terms and conditions
specified therein; and
WHEREAS, the parties to the Trust Agreement wish to amend the Series
Supplement as set forth herein.
NOW, THEREFORE, the Parties agree that the Series Supplement is hereby
amended effective as of the date hereof as follows:
Section 1. Definitions. Capitalized terms used but not defined herein shall
have the meaning assigned to such term in the Trust Agreement.
Section 2. Amendment. The discount rate identified in Section 5(c)(iii) of
the First Supplement, is hereby corrected to be 7.625%. This correction conforms
the Trust Agreement with the terms of the securities as understood by the
parties, and as expressed in the Prospectus Supplement.
Section 3. Ratification of Series Supplement. The Series Supplement, as
amended hereby, is in all respects ratified and confirmed.
Section 4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
Section 5. GOVERNING LAW. THIS AMENDMENT 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 6. Waiver of Notice. Each of the Parties waives any prior notice
and any notice period that may be required by any other agreement or document in
connection with the execution of this Amendment.
Section 7. 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.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date set forth on the first page hereof.
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 2001-22
Trust
By: /s/ XXXXXXX XXXXX
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Assistant Secretary
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