Exhibit 4.1
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
X.X. XXXXXXX CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1 TRUST
between
XXXXXX ABS CORPORATION,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CORPORATE BACKED TRUST CERTIFICATES
Dated as of January 23, 2002
Table of Contents
Page
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Section 1. Incorporation of Standard Terms...............................1
Section 2. Definitions...................................................1
Section 3. Designation of Trust and Certificates.........................7
Section 4. Trust Certificates............................................8
Section 5. Distributions.................................................8
Section 6. Trustee's Fees................................................11
Section 7. Optional Exchange.............................................11
Section 8. Notices of Events of Default..................................13
Section 9. Miscellaneous.................................................13
Section 10. Governing Law.................................................16
Section 11. Counterparts..................................................16
Section 12. Termination of the Trust......................................16
Section 13. Sale of Underlying Securities;................................16
Section 14. Amendments....................................................16
Section 15. Voting of Underlying Securities, Modification of Indenture....17
Section 16. Additional Depositor Representation...........................18
SCHEDULE I SERIES 2002-1 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2
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SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
X.X. XXXXXXX CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1 TRUST
SERIES SUPPLEMENT, X.X. Xxxxxxx Capital Trust Securities-Backed Series 2002-1,
dated as of January 23, 2002 (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 into the Trust the Underlying
Securities set forth on Schedule I attached hereto (the "Underlying Securities
Schedule") the general terms of which are described in the Prospectus
Supplement under the heading "Description of the Deposited Assets - Underlying
Securities;"
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 X.X. Xxxxxxx Capital Trust
Securities-Backed Series 2002-1 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
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terms used but not defined herein shall have the meanings
assigned to them in the Standard Terms.
"Available Funds" shall have the meaning specified in the Standard Terms,
except that proceeds of any 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 Trust
Agreement.
"Certificate Account" shall have the meaning specified in the Standard Terms.
"Certificates" shall have the meaning specified in Section 3 hereof.
"Class A-1 Allocation" means the sum of the present values (discounted at the
rate of 8.125% per annum) of (i) any unpaid interest due or to become due on
the Class A-1 Certificates and (ii) the outstanding principal amount of the
Certificates (in each case assuming that the Class A-1 Certificates were paid
when due and were not redeemed prior to their stated maturity).
"Class A-1 Certificates" shall mean the Certificates, in the form attached
hereto as Exhibit A-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 Allocation" means the present value (discounted at the rate of
8.125% per annum) of any unpaid amounts due or to become due on the Class A-2
Certificates (assuming that the Class A-2 Certificates were paid when due and
were not redeemed prior to their stated maturity).
"Class A-2 Certificates" shall mean the Certificates, in the form attached
hereto as Exhibit A-2, 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 January 23, 2002.
"Collection Period" shall mean, (i) with respect to each December Distribution
Date, the period beginning on the day after the June Distribution Date of such
year and ending on such December Distribution Date, inclusive and, (ii) with
respect to each June Distribution Date, the period beginning on the day after
the December Distribution Date of the prior year and ending on such June
Distribution Date, 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.
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"Depository" shall mean The Depository Trust Company.
"Distribution Date" shall mean June 15th and December 15th of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on June 15, 2002, and ending on the earlier of the Final Scheduled
Distribution Date and any date on which Underlying Securities are redeemed
pursuant to the Underlying Securities Trust Agreement.
"Eligible Account" shall have the meaning specified in the Standard Terms.
"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
permitted deferral during the pendency of an Extension Period and applicable
grace period), (ii) a default in the payment of the principal of or any
installment of principal of any Underlying Security when the same becomes due
and payable, and (iii) any other event specified as an "Event of Default" in
the Underlying Securities Trust Agreement.
"Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"Extension Period" shall have the meaning set forth in Section 5(b) hereof.
"Extraordinary Trust Expenses" shall have the meaning specified in the
Standard Terms.
"Final Scheduled Distribution Date" shall mean December 15, 2045; provided,
that such date shall be advanced in the event the maturity date of the
Underlying Securities is advanced, pursuant to the Underlying Securities Trust
Agreement.
"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 23, 2002) 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(a) hereof.
"Optional Exchange Date" shall mean any Distribution Date on which Underlying
Securities subject to Optional Exchange are distributed to 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.
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"Prepaid Ordinary Expenses" shall be zero for this Series.
"Prospectus Supplement" shall mean the Prospectus Supplement, dated January
11, 2002, 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, 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.
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc.
"Series" shall mean X.X. Xxxxxxx Capital Trust Securities-Backed Series 2002-1.
"Special Event" shall have the meaning specified in the Prospectus Supplement.
"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 $22,000,000 aggregate principal amount of
8.197% Capital Securities due December 15, 2045, issued by the Underlying
Securities Issuer, as set forth in Schedule I attached hereto (subject to
Section 3(d) hereof).
"Underlying Securities Issuer" shall mean X.X. Xxxxxxx Capital Trust.
"Underlying Securities Administrative Trustees" shall mean a Trustee who is an
employee or officer of, or is affiliated with the X.X. Xxxxxxx Corporation.
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"Underlying Securities Debenture Trustee" shall mean The Bank of New York.
"Underlying Securities Delaware Trustee" shall mean The Bank of New York.
"Underlying Securities Guarantor" shall mean X.X. Xxxxxxx Corporation.
"Underlying Securities Property Trustee" shall mean The Bank of New York.
"Underlying Securities Trust Agreement" shall mean the amended and restated
declaration of trust dated as of December 20, 1996 among the Underlying
Securities Guarantor, the Underlying Securities Property Trustee, the
Underlying Securities Delaware Trustee and certain administrative trustees.
"Underwriters" shall mean Xxxxxx Brothers Inc., an affiliate of the Depositor,
First Union Securities, Inc., J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. and U.S.
Bancorp Xxxxx Xxxxxxx Inc.
"Voting Rights" shall, in the entirety, be allocated among all Class A-1
Certificateholders in proportion to the then unpaid principal amounts of their
respective Certificates. The Class A-2 Certificateholders will have no Voting
Rights.
(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"
"Eligible Investment"
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"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"
"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"
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"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, X.X.
Xxxxxxx Capital Trust Securities-Backed Series 2002-1 Trust." The
Certificates evidencing certain undivided ownership interests
therein shall be known as "Corporate Backed Trust Certificates,
X.X. Xxxxxxx Capital Trust Securities-Backed Series 2002-1." 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 A-1 and A-2. The Class A-1
Certificates shall be issued in denominations of $10. The
Class A-2 Certificates shall be issued in minimum notional
denominations of $1,000 and integral multiples of $1 in
excess thereof. Except as provided in the Standard Terms and
in paragraph (d) in this Section, the Trust shall not issue
additional Certificates or incur any indebtedness.
(b) The Class A-1 Certificates have an initial aggregate
certificate principal amount (the "Certificate Principal
Amount") of $22,000,000. The Class A-2 Certificates are
interest-only Certificates, and have a notional amount equal
to the Certificate Principal Amount of the Class A-1
Certificates.
(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 8.125% per annum on
the outstanding Certificate Principal Amount of the Class
A-1 Certificates. The holders of the Class A-2 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 0.072% per
annum on the outstanding notional amount of the Class A-2
Certificates.
(d) The Depositor may sell to the Trustee additional Underlying
Securities on any date hereafter upon at least 3 Business
Days 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 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, Class A-1
Certificates in a Certificate Principal Amount, and Class
A-2 Certificates in a notional amount, equal to the
principal amount of such additional Underlying Securities.
Any such additional Class A-1 Certificates and Class A-2
Certificates authenticated and delivered shall have the same
terms and rank pari passu with the corresponding
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classes of Certificates previously issued in accordance with
this Series Supplement.
Section 4. Trust Certificates. The Trustee hereby acknowledges receipt, on or
prior to the Closing Date, of:
(a) the Underlying Securities set forth on the Underlying
Securities Schedule; and
(b) all documents required to be delivered to the Trustee
pursuant to Section 2.01 of the Standard Terms.
Section 5. Distributions.
(a) Except as otherwise provided in Section 3(c), on each
applicable Distribution Date, the Trustee shall apply
Available Funds in the Certificate Account as follows:
(i) The Trustee will pay the interest portion of
Available Funds (subject to Section 5(c) and
Section 5(d) below):
(1) 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; and
(2) second, to the holders of the Class A-1
Certificates and to the holders of the Class A-2
Certificates, interest accrued and unpaid on each
such Class pro rata in proportion to their
entitlements thereto.
(ii) the Trustee will pay the principal portion of
Available Funds:
(1) 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
(2) second, to the holders of the Class A-1
Certificates, the Certificate Principal Amount.
Any portion of the Available Funds (i) that does not constitute principal of,
or interest on, the Underlying Securities, (ii) that is is not received in
connection with a redemption, prepayment or liquidation of the Underlying
Securities or (iii) for which allocation by the Trustee is not otherwise
contemplated by this Series Supplement, shall be remitted by the Trustee to
the Depositor.
(b) Distributions of interest on the Class A-1 Certificates and
the Class A-2 Certificates may be deferred as a result of the
deferral of payment on the Underlying Securities during the
pendency of an Extension Period. Distributions on the
Underlying Securities may be deferred pursuant to the
Underlying Securities Trust Agreement for up to ten
consecutive semi-annual interest periods
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(each, an "Extension Period") provided that no Extension
Period may extend beyond the Final Scheduled Distribution
Date. During any Extension Period, interest on the
Underlying Securities will continue to accrue at the
applicable rate per annum compounded semi-annually. Interest
on deferred and compounded interest on the Class A-1
Certificates and the Class A-2 Certificates will be owing
only to the extent that such interest is actually received by
the Trustee on the Underlying Securities.
(c) Notwithstanding the foregoing, if the Underlying Securities
are redeemed, prepaid or liquidated in whole or in part for
any reason other than due to the occurrence of an Underlying
Securities Event of Default, the cessation of X.X. Xxxxxxx
Corporation to file periodic reports as required by the
Exchange Act or at their maturity, the Trustee shall apply
Available Funds in the manner described in Section 5(h) in
the following order of priority:
(i) 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;
(ii) second, to the holders of the Class A-1 Certificates,
an amount equal to the outstanding principal amount
thereof plus accrued and unpaid interest thereon;
(iii) third, to the holders of the Class A-2
Certificates, the present value of all amounts that
would otherwise have been payable on the Class A-2
Certificates for the period from the date of such
redemption or prepayment to the Final Scheduled
Distribution Date using a discount rate of 8.125%
per annum, assuming no delinquencies, deferrals,
redemptions or prepayments on the Underlying
Securities; and
(iv) fourth, any remainder to the holders of the Class
A-1 Certificates and the Class A-2 Certificates pro
rata in proportion to the ratio of the Class A-1
Allocation to the Class A-2 Allocation.
(d) Notwithstanding the foregoing, if the Underlying Securities
are redeemed, prepaid or liquidated in whole or in part due
to the occurrence of an Underlying Securities Event of
Default, the Trustee shall apply Available Funds to the
holders of the Class A-1 Certificates and the holders of the
Class A-2 Certificates in accordance with the ratio of the
Class A-1 Allocation to the Class A-2 Allocation.
(e) Unless otherwise instructed by holders of Certificates
representing a majority of the Voting Rights, thirty (30)
days after giving notice pursuant to Section 8 hereof, the
Trustee shall sell the Underlying Securities pursuant to
Section 13 hereof and deposit the Liquidation Proceeds, if
any, into the Certificate Account for distribution not later
than two (2) Business Days after the receipt of immediately
available funds in accordance with Section 5(d) hereof.
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(f) If 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 Depository, 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 the Trustee shall and the Trustee shall, not
later than 30 days after the receipt of such property,
allocate and distribute such property to the holders of
Class A-1 Certificates and Class A-2 Certificates then
outstanding and unpaid (after deducting the costs incurred
in connection therewith) in accordance with Section 5(d)
hereof. 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.
(g) 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 (or date referred to in
Section 5(h) hereof) on which sufficient funds are available
to pay such shortfall.
(h) If a payment with respect to the Underlying Securities is
made to the Trustee (i) after the payment date of the
Underlying Securities on which such payment was due or (ii)
after the Underlying Securities are redeemed, prepaid or
liquidated in whole or in part for any reason (including a
Special Event) other than due to the occurrence of an
Underlying Securities Event of Default or at their maturity,
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 the Business Day
prior to the day on which the related payment was received
from the Underlying Securities Property Trustee.
(i) Notwithstanding Section 3.12 of the Standard Terms, if X.X.
Xxxxxxx Corporation ceases to file periodic reports as
required under the Exchange Act, the Depositor shall within
a reasonable time instruct the Trustee to sell the
Underlying Securities and distribute the proceeds of such
sale to the certificateholders in accordance with the
following order of priority: 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; and second, any
remainder to the holders of the Class A-1 Certificates and
the Class A-2 Certificates pro rata in proportion to the
ratio of the Class A-1 Allocation to the Class A-2
Allocation; provided, however, the Depositor shall not
instruct the Trustee to distribute or sell the Underlying
Securities pursuant to this clause unless X.X. Xxxxxxx
Corporation has either (x) stated in writing that it intends
permanently to cease filing reports required under
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the Exchange Act or (y) failed to file any required reports
for one full calendar year.
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 holders of the Class A-1
Certificates and Class A-2 Certificates then outstanding
have directed 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) On any Distribution Date, any holder of Class A-1
Certificates and Class A-2 Certificates may exchange such
Certificates for a distribution of Underlying Securities
representing the same percentage of the Underlying
Securities as such Certificates represent of all outstanding
Certificates.
(b) The following conditions shall apply to any Optional Exchange.
(i) A notice specifying the number of Certificates
being surrendered and the Optional Exchange Date
shall be delivered to the Trustee no less than 5
days (or such shorter period acceptable to the
Trustee) but not more than 30 days before the
Optional Exchange Date.
(ii) Certificates shall be surrendered to the Trustee no
later than 10:00 a.m. (New York City time) on the
Optional Exchange Date.
(iii) Class A-1 Certificates and Class A-2 Certificates
representing a like percentage of all Class A-1
Certificates and Class A-2 Certificates shall be
surrendered.
(iv) The Trustee shall have received an opinion of
counsel stating that the Optional Exchange would
not affect the characterization of the Trust as a
"grantor trust" for federal income tax purposes.
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(v) If the Certificateholder is the Depositor or any
Affiliate of the Depositor, (1) the Trustee shall
have received a certification from the
Certificateholder that any Certificates being
surrendered have been held for at least six months,
and (2) the Certificates being surrendered may
represent no more than 5% (or 25% in the case of
Certificates acquired by the Underwriters but never
distributed to investors) of the then outstanding
Certificates.
(vi) 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.
(vii) The provisions of Section 4.07 of the Standard
Terms shall not apply to an Optional Exchange
pursuant to this Section 7(b). This Section 7(b)
shall not provide any person with a lien against,
an interest in or a right to specific performance
with respect to the Underlying Securities.
Section 8. Notices of Events of Default.
As promptly as practicable after, and in any event within 30 days after, the
occurrence of any Event of Default actually known to the Trustee, the Trustee
shall give notice of such Event of Default to the Depository, or, if any
Certificates are not then held by DTC or any other depository, directly to the
registered holders of such Certificates. However, except in the case of an
Event of Default relating to the payment of principal of or interest on any of
the Underlying Securities, the Trustee will be protected in withholding such
notice if in good faith it determines that the withholding of such notice is
in the interest of the Certificateholders.
Section 9. Miscellaneous.
(a) The provisions of Section 4.04, Advances, of the Standard
Terms shall not apply to the X.X. Xxxxxxx Capital Trust
Securities-Backed Series 2002-1 Certificates.
(b) The provisions of Section 4.07, Optional Exchange, of the
Standard Terms shall not apply to the X.X. Xxxxxxx Capital
Trust Securities-Backed Series 2002-1 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 X.X. Xxxxxxx Capital Trust Securities-Backed
Series 2002-1 Certificates.
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(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 Class A-1 Certificateholders pro rata in
proportion to 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.
Notwithstanding Section 3.05 of the Standard Terms, funds on
deposit in the Certificate Account shall not be invested.
(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
Certificates 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
Exchange Act in accordance with the customary practices of
the Depositor, need not contain any independent reports.
(m) Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee will have no recourse to the Underlying
Securities.
(n) [Reserved].
(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.
13
(p) 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
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
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:
Standard & Poor's Ratings Services
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
14
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 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 Certificateholders and
Class A-2 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(e) hereof, 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) Xxxxxxx Xxxxx, Xxxxxx,
Xxxxxx & Xxxxx Incorporated, (4) UBS Warburg LLC, (5) Xxxxxxx
Xxxxx Xxxxxx Inc., and (6) Xxxxxx Brothers 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 to the
Class A-1 and Class A-2 Certificateholders.
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 Class of Certificates.
Section 15. Voting of Underlying Securities, Modification of Indenture.
15
(a) 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 Delaware Trustee, the
Underlying Securities Property Trustee, the Underlying
Securities Administrative Trustee, the Underlying Securities
Issuer or any other authorized Person for its consent to any
amendment, modification or waiver of the Underlying
Securities, the Underlying Securities Trust Agreement 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 Class A-1
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 Class A-1
Certificateholders and the 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 Trust Agreement and only with the
consent of Certificateholders representing 100% of the Class
A-1 Certificates and 100% of the Class A-2 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.
(b) 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 Certificateholders 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
Certificates and Class A-2 Certificates to accept such offer
and the Trustee has received the tax opinion described
above. If pursuant to the preceding sentence,
16
the Trustee accepts any such offer the Trustee shall promptly
notify the Rating Agencies.
(c) If an event of default under the Underlying Securities Trust
Agreement occurs and is continuing, and if directed by a
majority of the outstanding Class A-1 Certificateholders and
Class A-2 Certificateholders, the Trustee shall vote the
Underlying Securities in favor of directing, or take such
other action as may be appropriate to direct, the Underlying
Securities Trustee to declare the unpaid principal amount of
the Underlying Securities and any accrued and unpaid
interest thereon to be due and payable.
Section 16. Additional Depositor Representation. It is the express intent of
the parties hereto that the conveyance of the Underlying
Securities by the Depositor to the Trustee be, and be construed
as, a sale of the Underlying Securities by the Depositor and not a
pledge of any Underlying Securities by the Depositor to secure a
debt or other obligation of the Depositor. In the event that,
notwithstanding the aforementioned intent of the parties, any
Underlying Securities are held to be property of the Depositor,
then, it is the express intent of the parties that such conveyance
be deemed a pledge of such Underlying Securities by the Depositor
to the Trustee to secure a debt or other obligation of the
Depositor, pursuant to Section 10.07 of the Standard Terms. In
connection with any such grant of a security interest in the
Underlying Securities, Depositor hereby represents and warrants to
Trustee as follows:
(i) In the event the Underlying Securities are held to be property of
the Depositor, then the Trust Agreement creates a valid and
continuing security interest (as defined in the applicable Uniform
Commercial Code) in the Underlying Securities in favor of the
Trustee which security interest is prior to all other liens, and
is enforceable as such as against creditors of, and purchasers
from, the Depositor.
(ii) The Underlying Securities have been credited to a trust account
(the "Securities Account") of the Trustee, or its authorized
agent, in accordance with Section 2.01 of the Standard Terms. The
Trustee, as securities intermediary for the Securities Account,
has agreed to treat the Underlying Securities as "financial
assets" within the meaning of the Uniform Commercial Code.
(iii) Immediately prior to the transfer of the Underlying Securities to
the Trust, Depositor owned and had good and marketable title to
the Underlying Securities free and clear of any lien, claim or
encumbrance of any Person.
(iv) Depositor has received all consents and approvals required by the
terms of the Underlying Securities to the transfer to the Trustee
of its interest and rights in the Underlying Securities as
contemplated by the Trust Agreement.
(v) Depositor has taken all steps necessary to cause the Trustee, as
securities intermediary for the Securities Account, to identify on
its records that the Trustee, as the trustee of the Trust, is the
Person having a security entitlement against the securities
intermediary in the Securities Account.
17
(vi) Depositor has not assigned, pledged, sold, granted a security
interest in or otherwise conveyed any interest in the Underlying
Securities (or, if any such interest has been assigned, pledged or
otherwise encumbered, it has been released). Depositor has not
authorized the filing of and is not aware of any financing
statements against Depositor that includes a description of the
Underlying Securities. Depositor is not aware of any judgment or
tax lien filings against Depositor
(vii) The Securities Account is not in the name of any Person other than
the Trust. Depositor has not consented to the compliance by the
Trustee, as securities intermediary, with entitlement orders of
any Person other than the Trustee, as trustee of the Trust.
18
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
X.X. Xxxxxxx Capital Trust Securities-Backed
Series 2002-1 Trust
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
19
SCHEDULE I
X.X. XXXXXXX CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: 8.197% Capital Securities due December 15, 2045.
Issuer: X.X. Xxxxxxx Capital Trust
CUSIP Number: 000000XX0.
Principal Amount Deposited: $22,000,000.
Final Exchange Date: Pursuant to an exchange offer that expired on June 4,
1997, the Underlying Securities Issuer exchanged the
Underlying Securities, which are registered under the
Securities Act of 1933, as amended, for a like
aggregate liquidation amount of its then outstanding
8.197% Capital Securities. Any of such 8.197% Capital
Securities that remain outstanding after consummation
of the exchange offer and the Underlying Securities
will vote together as a single class.
Principal Amount of
Underlying Securities
Originally Issued: $210,000,000.
Maturity Date: December 15, 2045; provided that the
Underlying Securities Issuer shall have the
right to advance the maturity of the Underlying
Securities upon the occurrence of a Tax Event.
Interest Rate: 8.197% per annum.
Interest Payment Dates: June 15th and December 15th
Record Dates: June 1st and December 1st
I-1
EXHIBIT A-1
FORM OF TRUST CERTIFICATE CLASS A-1
CLASS A-1 CERTIFICATE
NUMBER 1 2,200,000 $10 PAR CERTIFICATES
CUSIP NO. 21988G 53 6
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.
A-1-1
XXXXXX ABS CORPORATION
2,200,000 $10 PAR
CORPORATE BACKED TRUST CERTIFICATES,
X.X. XXXXXXX CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1
8.125% INTEREST RATE
evidencing a proportionate undivided beneficial ownership interest in
the Trust, as defined below, the property of which consists principally of
$22,000,000 aggregate principal amount of 8.197% Capital Securities due
December 15, 2045, issued by X.X. Xxxxxxx Capital Trust (the "Underlying
Securities Issuer") and all payments received thereon (the "Trust Property"),
deposited in trust by Xxxxxx ABS Corporation (the "Depositor").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of $22,000,000
DOLLARS nonassessable, fully-paid, proportionate undivided beneficial
ownership interest in the Corporate Backed Trust Certificates, X.X. Xxxxxxx
Capital Trust Securities-Backed Series 2002-1 Trust, formed by the Depositor.
A-1-2
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, X.X. Xxxxxxx Capital
Trust Securities-Backed Series 2002-1, dated as of January 23, 2002 (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, X.X. Xxxxxxx Capital
Trust Securities-Backed Series 2002-1, Class A-1" (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, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after
January 23, 2002 together with any proceeds thereof; and (iv) 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
A-1-3
this Certificate or the making of any notation hereon, except that with
respect to Certificates 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-1-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
CORPORATE BACKED TRUST
CERTIFICATES, X.X. XXXXXXX CAPITAL
TRUST SECURITIES-BACKED SERIES 2002-1
TRUST
By: U.S. BANK TRUST NATIONAL
ASSOCIATION
not in its individual capacity but
solely as Trustee,
By: _______________________________
Authorized Signatory
Dated: January 23, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Corporate Backed Trust Certificates, X.X. Xxxxxxx Capital
Trust Securities-Backed Series 2002-1, 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-1-5
(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 Class A-1 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 $10.
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.
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 payment in full at maturity or
sale by the Trust after a payment default or an acceleration or other
A-1-6
early payment of the Underlying Securities and the distribution in full of all
amounts due to the Class A-1 Certificateholders and Class A-2
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.
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-1-7
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-1-8
EXHIBIT A-2
FORM OF TRUST CERTIFICATE CLASS A-2
CLASS A-2 CERTIFICATE
NUMBER 1 CUSIP NO. 21988G BL 9
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CLASS A-2 CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES
SUPPLEMENT.
THE NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS A-2 CERTIFICATE IS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS
A-2 CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.
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.
A-2-1
XXXXXX ABS CORPORATION
CORPORATE BACKED TRUST CERTIFICATES,
X.X. XXXXXXX CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1
$22,000,000 NOTIONAL PRINCIPAL AMOUNT
0.15% INTEREST RATE
evidencing a proportionate undivided beneficial ownership interest in
the Trust, as defined below, the property of which consists principally of
$22,000,000 aggregate notional principal amount of 8.197% Debentures due
December 15, 2045, issued by X.X. Xxxxxxx Capital Trust and all payments
received thereon (the "Trust Property"), deposited in trust by Xxxxxx ABS
Corporation (the "Depositor").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of an aggregate
principal amount of $22,000,000 notional principal amount nonassessable,
fully-paid, proportionate undivided beneficial ownership interest in the
Corporate Backed Trust Certificates, X.X. Xxxxxxx Capital Trust
Securities-Backed Series 2002-1 Trust, formed by the Depositor.
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, X.X. Xxxxxxx Capital Trust Securities-Backed Series
2002-1, dated as of January 23, 2002 (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, X.X. Xxxxxxx Capital Trust
Securities-Backed Series 2002-1, Class A-2" (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, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after
January 23, 2002 together with any proceeds thereof; and (iv) 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.
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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 of interest will be made on this Certificate on each
Distribution Date.
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 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.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
CORPORATE BACKED TRUST
CERTIFICATES,
X.X. XXXXXXX CAPITAL TRUST
SECURITIES-BACKED SERIES 2002-1 TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee,
By:___________________________________
Authorized Signatory
Dated: January 23, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Corporate Backed Trust Certificates, X.X. Xxxxxxx Capital
Trust Securities-Backed Series 2002-1, 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
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(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 Class A-2 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 is 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 $1,000 and in integral multiples of $1 in excess thereof.
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 notional
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.
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 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
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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 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.
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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.
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