EXHIBIT 4.1
SUPPLEMENT
TO
SERIES SUPPLEMENT, SERIES 2001-5
THIS SUPPLEMENT, dated as of February 16, 2001 (this
"Supplement"), to the Series Supplement, dated as of February 2, 2001, (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:
- - - - - - - - - -
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, Series 2001-5.
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 $13,398,000 of Underlying
Securities and the Trust hereby issues an additional 504,130 Class A-1
Certificates with an initial aggregate Certificate Principal Amount of
$12,603,250 and an additional $794,750 aggregate principal amount of Class A-2
Certificates (the "Additional Certificates"). The Additional Certificates shall
have an original issue date of even date herewith but the Class A-1 Certificates
shall accrue interest from February 2, 2001. The descriptions of the Underlying
Securities and the Certificates in the Series Supplement, including the
Schedules and Exhibits thereto, shall be deemed to be amended mutatis mutandis.
Attached as Exhibit A hereto is a revised Class A-2 Certificate Call Schedule.
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 one or
more counterparts, all of which, taken together, shall constitute one and the
same instrument.
4. Governing Law. THIS SUPPLEMENT 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
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this 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 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, 2001-5
Trust
By: /S/ Xxxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice-President
2
EXHIBIT A
CLASS A-2 CERTIFICATE
CALL SCHEDULE
---------------------
DATE ENDING BALANCE
-----------------------------------------
6/1/01 NON-CALLABLE
12/1/01 NON-CALLABLE
6/1/02 NON-CALLABLE
12/1/02 NON-CALLABLE
6/1/03 NON-CALLABLE
12/1/03 NON-CALLABLE
6/1/04 NON-CALLABLE
12/1/04 NON-CALLABLE
6/1/05 NON-CALLABLE
12/1/05 NON-CALLABLE
2/2/06 $ 384,080
6/1/06 $ 396,611
12/1/06 $ 416,442
6/1/07 $ 437,264
12/1/07 $ 459,127
6/1/08 $ 482,083
12/1/08 $ 506,187
6/1/09 $ 564,497
12/1/09 $ 558,072
6/1/10 $ 585,976
12/1/10 $ 615,275
6/1/11 $ 646,039
12/1/11 $ 678,340
6/1/12 $ 712,258
12/1/12 $ 747,871
6/1/13 $ 785,263
12/1/13 $ 824,527
6/1/14 $ 865,754
12/1/14 $ 909,041
6/1/15 $ 954,493
12/1/15 $ 1,002,218
6/1/16 $ 1,052,328
12/1/16 $ 1,104,945
6/1/17 $ 1,160,193
12/1/17 $ 1,218,202
6/1/18 $ 1,279,113
12/1/18 $ 1,343,068
6/1/19 $ 1,410,221
12/1/19 $ 1,480,733
6/1/20 $ 1,554,769
12/1/20 $ 1,632,508
6/1/21 $ 1,714,133
12/1/21 $ 1,799,840
6/1/22 $ 1,889,832
12/1/22 $ 1,984,323
6/1/23 $ 2,083,540
12/1/23 $ 2,187,717
6/1/24 $ 2,297,102
12/1/24 $ 2,411,958
6/1/25 $ 2,532,555
12/1/25 $ 2,659,184
6/1/26 $ 2,792,143
12/1/26 --