Exhibit 4.1
-----------
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
SERIES 2001-12 TRUST
between
XXXXXX ABS CORPORATION,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CORPORATE BACKED TRUST CERTIFICATES
Dated as of April 3, 2001
TABLE OF CONTENTS
PAGE
Section 1. Incorporation of Standard Terms..........................................1
Section 2. Definitions..............................................................1
Section 3. Designation of Trust and Certificates....................................8
Section 4. Trust Certificates.......................................................9
Section 5. Distributions............................................................9
Section 6. Trustee's Fees..........................................................11
Section 7. Optional Exchange; Optional Call........................................12
Section 8. Events of Default.......................................................14
Section 9. Miscellaneous...........................................................14
Section 10. Governing Law...........................................................17
Section 11. Counterparts............................................................17
Section 12. Termination of the Trust................................................17
Section 13. Sale of Underlying Securities...........................................17
Section 14. Amendments..............................................................17
Section 15. Voting of Underlying Securities, Modification of Indenture..............17
SCHEDULE I SERIES 2001-12 UNDERLYING SECURITIES SCHEDULE
SCHEDULE II CALL SCHEDULE
EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2
EXHIBIT B FORM OF CALL WARRANT
EXHIBIT C FORM OF INVESTMENT LETTER
i
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
Series 2001-12 TRUST
SERIES SUPPLEMENT, Series 2001-12, dated as of April 3, 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 2001-12 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.
"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 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 Indenture.
"Call Date" shall mean any Business Day occurring on or after
April 3, 2006, or after the announcement of any redemption or other unscheduled
payment or sale of the Underlying Securities on which the Call Warrants 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 par value of the Certificates, 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, any accrued and unpaid
interest on the notional amount of such Certificates called to but excluding the
Call Date, plus the additional amount (or portion thereof, in case of a partial
call) set forth under the heading "Value" in Schedule II hereof for such Call
Date or, if such Call Date is not a Distribution Date, the immediately following
Distribution Date.
"Call Request" shall have the meaning specified in Section
7(b) hereof.
"Call Warrants" 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
hereof.
"Class A-1 Allocation" means the sum of the present values
(discounted at the rate of 7.70% per annum) of (i) any unpaid interest due or to
become due on the Certificates and (ii) the outstanding principal amount of the
Certificates (in each case assuming that the Certificates were paid when due and
were not redeemed prior to their stated maturity).
"Class A-2 Allocation" means the present value (discounted at
the rate of 7.70% per annum) of any unpaid interest due or to become due on the
Class A-2 Certificates (assuming that the Class A-2 Certificates were paid when
2
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 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 April 3, 2001.
"Collection Period" shall mean, (i) with respect to each
October Distribution Date, the period beginning on the day after the April
Distribution Date and ending on such October Distribution Date, inclusive and,
(ii) with respect to each April Distribution Date, the period beginning on the
day after the October Distribution Date of a given year and ending on the April
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 April 15 and October 15 of each
year (or if such date is not a Business Day, the next succeeding Business Day),
commencing on April 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 permitted deferrals and applicable grace period), (ii) a default
3
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.
"Extraordinary Trust Expenses" shall have the meaning
specified in the Standard Terms.
"Final Scheduled Distribution Date" shall mean October 15,
2029.
"Indenture" shall mean the indenture pursuant to which the
Underlying Securities 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 April 3, 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
Warrant Holder, in whole or in part, resulting from the exercise of Call
Warrants by the Warrant 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 March 23, 2001, relating to the Certificates.
4
"Rating Agencies" 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.
"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 McGraw Hill Companies Inc.
"Series" shall mean Series 2001-12.
"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 $60,000,000 aggregate
principal amount of 8.95% Subordinated Guaranteed Bonds due 2029 issued by the
Underlying Securities Issuer, as set forth on Schedule I attached hereto
(subject to Section 3(d) hereof).
"Underlying Securities Issuer" shall mean Royal & Sun Alliance
Insurance Group plc.
"Underlying Securities Trustee" shall mean Citibank, N.A.
5
"Underwriters" shall mean Xxxxxx Brothers Inc., an affiliate
of the Depositor, UBS Warburg LLC, Prudential Securities Incorporated and First
Union Securities, Inc.
"Voting Rights" shall, in the entirety, unless otherwise set
forth herein, be allocated among all Class A-1 Certificateholders in proportion
to the then unpaid principal amounts of their respective Certificates.
"Warrant Agent" shall mean initially, U.S. Bank Trust National
Association.
"Warrant Agent Agreement" shall mean that certain Warrant
Agent Agreement, dated as of the date hereof, between the Depositor and U.S.
Bank Trust National Association, as Warrant Agent and as Trustee, as the same
may be amended from time to time.
"Warrant Holder" shall mean the holder of a Call Warrant.
(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"
6
"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"
"Swap Guarantor"
7
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. (a) The
Trust created hereby shall be known as the "Corporate -Backed Trust
Certificates, Series 2001-12 Trust." The Certificates evidencing certain
undivided ownership interests therein shall be known as "Corporate Backed Trust
Certificates, Series 2001-12." The Certificates shall consist of the Class A-1
Certificates and the Class A-2 Certificates (together, the "Certificates"). The
Trust is also issuing call warrants with respect to the Certificates ("Call
Warrants").
(b) 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 $25. The Class A-2 Certificates shall be issued in minimum
notional denominations of $1,000 and in integral multiples of $1 in excess
thereof. One Class A-2 Certificate may be issued in a notional amount that is
not an integral multiple of the applicable minimum denomination. Except as
provided in the Standard Terms and in paragraph (e) in this Section, the Trust
shall not issue additional Certificates or incur any indebtedness.
(c) The Class A-1 Certificates have an initial aggregate
Certificate Principal Amount of $60,000,000. The Class A-2 Certificates are
interest-only Certificates, and have a notional principal amount equal to the
Certificate Principal Amount of the Class A-1 Certificates.
(d) 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
7.70% 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
1.25% per annum on the outstanding notional principal amount of the Class A-2
Certificates. On April 15, 2001, the Trustee will pay to the Depositor the
amount of interest accrued on the Underlying Securities from October 15, 2000 to
but not including the Closing Date.
(e) 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, or its
order, Certificates in a Certificate Principal Amount, and Class A-2 Class A-1
Certificates in a notional principal amount, and the Call Warrants related
8
thereto, equal to the principal amount of such additional Underlying Securities.
Any such additional Certificates authenticated and delivered shall have the same
terms and rank pari passu with the corresponding classes of Certificates
previously issued in accordance with this Series Supplement.
(f) As a condition precedent for transferring the Call
Warrants, the prospective transferee shall be required to deliver to the Trustee
and the Depositor an executed copy of the Investment Letter (set forth as
Exhibit C hereto.)
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; and
(b) second, to the holders of the Class A-1
Certificates and the holders of the Class
A-2 Certificates, interest accrued and
unpaid on each such Class pro rata in
proportion to their entitlements thereto
(subject to Section 5(b) below); and
(c) third, any remainder to the Depositor.
(ii) the Trustee will pay the principal portion of
Available Funds:
(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, up to their respective
Certificate Principal Amounts.
9
(b) Distributions of interest on the Certificates may be
deferred as a result of the deferral of payment on the Underlying Securities.
Distributions on the Underlying Securities may be deferred pursuant to the
Underlying Securities Trust Agreement for up to ten consecutive semiannual
interest periods (each a "Deferral Period") provided that no Deferral Period may
extend beyond the Final Scheduled Distribution Date. During any Deferral Period,
interest on the Underlying Securities, and consequently the Certificates, will
continue to accrue at the applicable rate per annum compounded semi-annually.
Arrears of interest on the Underlying Securities and on the Certificates will
not themselves bear interest.
(c) 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 the foregoing, in the event that the
Underlying Securities are redeemed, prepaid or liquidated in whole or in part
for any reason other than due to the occurrence of an Event of Default or at
their maturity, Available Funds will be allocated in the following order of
priority: (1) to the holders of the Class A-1 Certificates, an amount equal to
the outstanding principal amount thereof plus accrued and unpaid interest
thereon, (2) 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 7.70% per annum, assuming
no delinquencies, deferrals, redemptions or prepayments on the Underlying
Securities and (3) any remainder shall be allocated to the holders of the Class
A-1 Certificates and the Class A-2 Certificates in accordance with the ratio of
the Class A-1 Allocation to the Class A-2 Allocation. If the Underlying
Securities are redeemed, prepaid or liquidated in whole or in part due to the
occurrence of an Event of Default, Available Funds will be allocated to the
holders of the 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) Notwithstanding any other provision hereof, in the event
of the occurrence of an Event of Default, 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 Warburg
LLC and (6) 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
10
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.
(f) 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 Class A-1
Certificates and Class A-2 Certificates then outstanding and unpaid, (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.
(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 on the Available
Funds to pay such shortfall.
(h) 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. 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 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
11
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 and the Call Warrants,
on any other date) any Affiliate of the Depositor, if it is then the holder of
Class A-1 Certificates of a principal amount and Class A-2 Certificates of a
notional amount which represent a like percentage of all Class A-2 Certificates
and (except to the extent such Certificates were acquired through the exercise
of Call Warrants) the holder of Call Warrants related to the Class A-1
Certificates and Call Warrants related to the Class A-2 Certificates which, in
each case, represent a like percentage of all such outstanding Call Warrants may
tender such Class A-1 Certificates and Class A-2 Certificates and such Call
Warrants 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, Class A-2 Certificates and the
related Call Warrants being tendered by the Depositor or Affiliate to the
Trustee; provided, however, that any right to exchange shall be exercisable only
(x) 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 (y) 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 5 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 notional 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).
12
(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.
(vi) A Warrant Holder shall exchange Certificates called by it
for pro rata amounts of the Underlying Securities.
(b) (i) Concurrently with the execution of this Series
Supplement, the Trustee, on behalf of the Trust, shall execute the Warrant Agent
Agreement and the Call Warrants, dated as of the date hereof and substantially
in the form of Exhibit B hereto, initially evidencing all of the Call Warrants.
The Trustee shall perform the Trust's obligations under the Warrant Agent
Agreement and the Call Warrants in accordance with their respective terms. On
any Call Date, the Certificates may be called at the Call Price, in whole or in
part, by the Warrant Holder, upon payment of the Call Price on or prior to such
Call Date.
(ii) The Warrant 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 Warrants with respect to the Certificates on such Call Date.
The Call Request shall be deemed to be notice of an Optional Exchange pursuant
to Section 7(a) hereof of the Certificates to be acquired on the Call Date. Upon
request of the Trustee, the Warrant Holder shall deliver the opinion specified
in Section 7(a)(i)(x) above as a condition to any Optional Call.
(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 Warrant 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 Warrant Holder shall provide a
certificate of solvency to the Trustee.
(v) Deliveries of the Underlying Securities to the Warrant
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
Warrants 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 in accordance with the definition of "Call
Price". The Call Price in respect of partial calls shall be allocated to the
13
Certificateholders within each class pro rata to the extent of their
entitlements thereto.
(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 100% of the Warrant Holders.
(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 Warrant Holder
with a lien against, an interest in or a right to specific performance with
respect to the Underlying Securities.
(ix) The Warrant Holder shall initially be the Depositor.
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 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 Series 2001-12 Certificates.
(b) The provisions of Section 4.07, Optional Exchange, of the
Standard Terms shall not apply to the Series 2001-12 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 2001-12 Certificates.
14
(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, 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.
(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.
(m) Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee will have no recourse to the Underlying Securities.
(n) The Trustee shall promptly notify each Rating Agency upon
its obtaining actual knowledge of the occurrence of a Defeasance (as defined in
the Indenture) with respect to the Underlying Securities Issuer.
(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
15
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
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
16
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; (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 and (iv) all
of the outstanding Certificates are exchanged for all of the Underlying
Securities in accordance with Section 7(a) hereof.
Section 13. Sale of Underlying Securities. In the event of a
sale of the Underlying Securities pursuant to Section 5(e) 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.
17
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 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 Class A-1 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 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
favor of directing, or take such other action as may be appropriate to direct,
18
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.
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 Series, 2001-12
Trust
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
19
SCHEDULE I
SERIES 2001-12
UNDERLYING SECURITIES SCHEDULE
------------------------------
Underlying Securities: 8.95% Subordinated Guaranteed Bonds due 2029.
Underlying Securities Issuer: Royal & Sun Alliance Insurance Group plc.
CUSIP Number: 00000XXX0.
Principal Amount Deposited: $60,000,000.
Original Issue Date: The Underlying Securities were issued
pursuant to an exchange offering, which
expired on November 8, 2000.
Maturity Date: October 15, 2029.
Principal Payment Date: October 15, 2029.
Interest Rate: 8.95% per annum.
Interest Payment Dates: April 15th and October 15th.
20
SCHEDULE II
CALL SCHEDULE
-------------
DATE CALL PRICE
4/15/01 Non-Callable
10/15/01 Non-Callable
4/15/02 Non-Callable
10/15/02 Non-Callable
4/15/03 Non-Callable
10/15/03 Non-Callable
4/15/04 Non-Callable
10/15/04 Non-Callable
4/15/05 Non-Callable
12/15/05 Non-Callable
4/3/06 $6,778,934
4/15/06 $6,742,880
10/15/06 $6,705,024
4/15/07 $6,665,276
10/15/07 $6,623,539
4/15/08 $6,579,716
10/15/08 $6,533,702
4/15/09 $6,485,387
10/15/09 $6,434,657
4/15/10 $6,381,390
10/15/10 $6,325,459
4/15/11 $6,266,732
10/15/11 $6,205,069
4/15/12 $6,140,322
10/15/12 $6,072,339
4/15/13 $6,000,955
10/15/13 $5,926,003
4/15/14 $5,847,303
10/15/14 $5,764,669
4/15/15 $5,677,902
10/15/15 $5,586,797
4/15/16 $5,491,137
10/15/16 $5,390,694
4/15/17 $5,285,229
10/15/17 $5,174,490
4/15/18 $5,058,215
10/15/18 $4,936,125
4/15/19 $4,807,932
10/15/19 $4,673,328
4/15/20 $4,531,995
10/15/20 $4,383,595
4/15/21 $4,227,774
10/15/21 $4,064,163
4/15/22 $3,892,371
10/15/22 $3,711,990
4/15/23 $3,522,589
10/15/23 $3,323,719
4/15/24 $3,114,905
10/15/24 $2,895,650
4/15/25 $2,665,433
10/15/25 $2,423,704
4/15/26 $2,169,890
10/15/26 $1,903,384
4/15/27 $1,623,553
10/15/27 $1,329,730
4/15/28 $1,021,218
10/15/28 $ 697,278
4/15/29 $ 357,142
10/15/29 --
21
EXHIBIT A-1
-----------
Form of Trust Certificate Class A-1
-----------------------------------
NUMBER [___] [2,400,000] $[25] PAR
CERTIFICATES
CUSIP NO. [________]
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.
XXXXXX ABS CORPORATION
[2,400,000] $[25] PAR
CORPORATE BACKED TRUST CERTIFICATES,
SERIES 2001-12
7.70% INTEREST RATE
evidencing a proportionate undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists principally of $[________]
aggregate principal amount of 8.95% Guaranteed Subordinated Bonds due October
15, 2029, issued by Royal & Sun Alliance Insurance Group plc (the "Underlying
Security Issuer") and all payments received thereon (the "Trust Property"),
deposited in trust by Xxxxxx ABS Corporation (the "Depositor").
THIS CERTIFIES THAT [________] is the registered owner of
$[________] DOLLARS nonassessable, fully-paid, proportionate undivided
beneficial ownership interest in the Corporate Backed Trust Certificates, Series
2001-12 Trust, formed by the Depositor.
A-1-1
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, Series 2001-12, dated as
of April 3, 2001 (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, Series 2001-12, 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; (ii) all
payments on or collections in respect of the Underlying Securities accrued on or
after April 3, 2001 together with any proceeds thereof; and (iii) 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 this Certificate
or the making of any notation hereon, except that with respect to Certificates
A-1-2
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-1-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
CORPORATE BACKED TRUST CERTIFICATES,
SERIES 2001-12 TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:
--------------------------------------------------
Authorized Signatory
Dated: [________]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is on one of the Corporate Backed Trust Certificates,
Series 2001-12, 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-1-4
(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 $25.
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.
A-1-5
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 distribution in full of all amounts due to
Certificateholders and retirement of the Underlying Securities; (ii) a call of
all Certificates in connection with an Optional Call, 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-1-6
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-1-7
EXHIBIT A-2
-----------
Form of Trust Certificate Class A-2
-----------------------------------
[_______] CUSIP NO. [_______]
SEE REVERSE FOR CERTAIN DEFINITIONS
THE NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS A-2 CERTIFICATE IS
PAYABLE 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.
TRANSFERS OF THE CLASS A-2 CERTIFICATES MUST GENERALLY BE
ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE SERIES SUPPLEMENT.
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,
SERIES 2001-12
$[_______] NOTIONAL PRINCIPAL AMOUNT
evidencing a proportionate undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists principally of 8.95%
Subordinated Guaranteed Bonds due October 15, 2029, issued by Royal & Sun
Alliance Insurance Group plc (the "Underlying Security Issuer") and all payments
received thereon (the "Trust Property"), deposited in trust by Xxxxxx ABS
Corporation (the "Depositor").
THIS CERTIFIES THAT [_______] is the registered owner of an
aggregate principal amount of $[_______] notional principal amount nonassessable
fully-paid, proportionate undivided beneficial ownership interest in the
Corporate Backed Trust Certificates, Series 2001-12 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, Series 2001-12, dated as
of April 3, 2001 (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, Series 2001-12, 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; (ii) all
payments on or collections in respect of the Underlying Securities accrued on or
after April 3, 2001 together with any proceeds thereof; and (iii) 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.
A-2-2
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.
A-2-3
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-2-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
CORPORATE BACKED TRUST
CERTIFICATES, SERIES 2001-12 TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:
--------------------------------------------------
Authorized Signatory
Dated: [_______]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is on one of the Corporate Backed Trust Certificates,
Series 2001-12, 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-2-5
(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-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 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 $1,000,000 and in integral multiples of $1,000 in excess
thereof. One Class A-2 Certificate may be issued in a notional amount that is
not an integral multiple of the applicable minimum denomination.
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.
A-2-6
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 distribution in full of all amounts due to
Certificateholders and retirement of the Underlying Securities; (ii) the call of
all Certificates in connection with an Optional Call, 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-2-7
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-2-8
EXHIBIT B
FORM OF CALL WARRANT
--------------------
CORPORATE BACKED TRUST CERTIFICATES, SERIES 2001-12 TRUST
Call Warrant
Dated as of April 3, 2001
THIS CALL WARRANT 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. THIS CALL WARRANT REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS CALL WARRANT.
CORPORATE BACKED TRUST CERTIFICATES, SERIES 2001-12 TRUST
Call Warrant
2,400,000 Call Warrants each representing one Class A-1
Certificate and $25 notional principal amount of Class A-2 Certificates
No. W-____________ April 3, 2001
Corporate Backed Trust Certificates, Series 2001-12 Trust (the
"Trust"), a trust created under the laws of the State of New York pursuant to a
Standard Terms for Trust Agreements, dated as of January 16, 2001 (the
"Agreement"), between Xxxxxx ABS Corporation (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 2001-12, dated as of April 3, 2001 (the "Series
Supplement") and, together with the Agreement, the "Trust Agreement"), between
the Depositor and the Trustee, for value received, hereby certifies that TFINN &
CO. or registered assigns, is entitled to purchase 2,400,000 7.70% Class A-1
Certificates due October 15, 2029 and $60,000,000 notional principal amount of
Class A-2 Certificates issued by Corporate Backed Trust Certificates, Series
2001-12 Trust in whole or part on any Call Date (as defined below) designated by
the holder of this instrument (this "Call Warrant") at a purchase price equal to
the Call Price (as defined below), all subject to the terms and conditions set
forth below.
B-1
Certain capitalized terms used in this Call Warrant are
defined in Article IV hereof; capitalized terms used but not defined herein
shall have the respective meanings set forth in the Trust Agreement; references
to an "Exhibit" are, unless otherwise specified, to one of the Exhibits attached
to this Call Warrant and references to a "Section" are, unless otherwise
specified, to one of the sections of this Call Warrant.
ARTICLE I
Exercise of Call Warrants
Section 1.1 Manner of Exercise. (a) This Call Warrant may be exercised by the
holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date,
set forth in a written notice delivered to the Warrant Agent and the Trustee at
any time on or before the Business Day that is at least 5 Business Days before
such Call Date, by surrender of this Call Warrant to the Warrant Agent at its
office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City
time) on such Call Date; provided that such holder shall have made payment to
the Warrant Agent, by wire transfer or other immediately available funds
acceptable to the Warrant Agent, in the amount of the applicable Call Price, in
a manner such that funds are available to the Warrant Agent no later than 10:00
a.m. (New York City time) on such Call Date, and such holder shall thereupon be
entitled to delivery of the Class A-1 Certificates in a Certificate Principal
Amount equal to $25 per Call Warrant and Class A-2 Certificates in a notional
principal amount equal to $25 per Call Warrant (if exercised in whole); provided
further that the Warrant Holder may not exercise this Call Warrant at any time
when such Warrant Holder is insolvent, and in connection therewith, such Warrant
Holder shall be required to certify that it is solvent at the time of exercise
settlement, by completing the Form of Subscription attached to this Call Warrant
and delivering such completed Form of Subscription to the Trustee on or prior to
the Call Date and deliver to the Trustee a form reasonably satisfactory to the
Trustee of the opinion and the solvency certificate required pursuant to Section
7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant
shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of
the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the
Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of
payment of the applicable Call Price from such holder pursuant to clause (a) of
this Section 1.1. The Warrant Agent shall transfer each payment made by the
holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in
immediately available funds, for application pursuant to the Trust Agreement on
the applicable Call Date (and, pending such transfer, shall hold each such
payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on
a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m.
(New York City time) on the Call Date, the holder of the Call Warrant being
exercised has not paid the Call Price, then such notice shall automatically
expire and none of the holder of such Call Warrant, the Warrant Agent and the
B-2
Trustee shall have any obligations with respect to such notice by the holder of
such Call Warrant. The expiration of a notice by the holder of this Call Warrant
shall in no way affect a holder of a Call Warrant's right to subsequently
deliver a notice which satisfies the terms of the Trust Agreement.
Section 1.2 Transfer of Certificates. As soon as practicable after each
surrender of this Call Warrant, in whole or in part on the Call Date and upon
satisfaction of all other requirements described in this Call Warrant, the
Warrant Agent shall instruct the Trustee to effect an exchange of the portion of
the Certificates called for Underlying Securities pursuant to Section 7(a) of
the Series Supplement, and, in case such exercise is in part only, a new Call
Warrant of like tenor, representing the remaining outstanding Call Warrants of
the holder, shall be delivered by the Warrant Agent to the holder hereof.
Section 1.3 Cancellation and Destruction of Call Warrant. All Call Warrants
surrendered to the Warrant Agent for the purpose of exercise (in whole or in
part) pursuant to Section 1.1 and actually exercised, or for the purpose of
transfer or exchange pursuant to Article III, shall be cancelled by the Warrant
Agent, and no Call Warrant shall be issued in lieu thereof. The Warrant Agent
shall destroy all cancelled Call Warrants.
Section 1.4 No Rights as Holder of Certificates Conferred by Call Warrants.
Prior to the exercise hereof, this Call Warrant shall not entitle the holder
hereof to any of the rights of a holder of the Certificates, including, without
limitation, the right to receive the payment of any amount on or in respect of
the Certificates or to enforce any of the covenants of the Trust Agreement.
ARTICLE II
Restrictions on Transfer
Section 2.1 Restrictive Legends. Except as otherwise permitted by this Article
II, each Call Warrant (including each Call Warrant issued upon the transfer of
any Call Warrant) shall be issued with a legend in substantially the following
form:
"This Call Warrant 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. This Call Warrant represented
hereby may be transferred only in compliance with the conditions specified in
this Call Warrant."
Section 2.2 Notice of Proposed Transfer; Opinions of Counsel. Prior to any
transfer of any Call Warrant or portion thereof, the holder hereof will give
five (5) Business Days (or such lesser period acceptable to the Warrant Agent)
prior written notice to the Warrant Agent of such holder's intention to effect
such transfer.
B-3
ARTICLE III
Registration and Transfer of Call Warrants, etc.
Section 3.1 Warrant Register; Ownership of Call Warrants. The Warrant Agent will
keep a register in which the Warrant Agent will provide for the registration of
Call Warrants and the registration of transfers of Call Warrants representing
whole numbers of Call Warrants. The Trustee and the Warrant Agent may treat the
Person in whose name any Call Warrant is registered on such register so the
owner thereof for all purposes, and the Trustee and the Warrant Agent shall not
be affected by any notice to the contrary.
Section 3.2 Transfer and Exchange of Call Warrants. Upon surrender of any Call
Warrant for registration of transfer or for exchange to the Warrant Agent, the
Warrant Agent shall (subject to compliance with Article II) execute and deliver,
and cause the Trustee, on behalf of the Trust, to execute and deliver, in
exchange therefor, a new Call Warrant of like tenor and evidencing a like whole
number of Call Warrants, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes or government charges)
may direct.
Section 3.3 Replacement of Call Warrants Upon receipt of evidence reasonably
satisfactory to the Warrant Agent of the loss, theft, destruction or mutilation
of any Call Warrant and, in the case of any such loss, theft or destruction of
any Call Warrant, upon delivery of an indemnity bond in such reasonable amount
as the Warrant Agent may determine, or, in the case of any such mutilation, upon
the surrender of such Call Warrant for cancellation to the Warrant Agent, the
Warrant Agent shall execute and deliver, and cause the Trustee, on behalf of the
Trust, to execute and deliver, in lieu thereof, a new Call Warrant of like tenor
bearing a number not contemporaneously outstanding.
Section 3.4 Execution and Delivery of Call Warrants by Trustee. The Trustee, on
behalf of the Trust, hereby agrees (subject to compliance with Article II) to
execute and deliver such new Call Warrants issued in accordance with Section 1.2
or this Article III as the Warrant Agent shall request in accordance herewith.
ARTICLE IV
Definitions
As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:
"Depositor": As defined in the introduction to this Call
Warrant, or any successor thereto under the Trust Agreement.
"Depositor Order": As defined in the Trust Agreement.
B-4
"Person": Any individual, corporation, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.
"Responsible Officer": As defined in the Trust Agreement.
"Securities Act": The Securities Act of 1933, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.
"Trust": As defined in the introduction to this Call Warrant.
"Trust Agreement": The Standard Terms for Trust Agreements,
dated as of January 16, 2001, between the Depositor and the Trustee, as
supplemented by the Series Supplement 2001-12, dated as of April 3, 2001,
between the Depositor and the Trustee, incorporating by reference the
definitions and assumptions thereto, as the same may be amended or modified from
time to time.
"Trustee": As defined in the introduction to this Warrant, or
any successor thereto under the Trust Agreement.
ARTICLE V
Warrant Agent
Section 5.1 Limitation on Liability. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of the Call Warrants in
reliance upon any instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document in good faith believed by it to be genuine
and to be signed, executed and, where necessary, verified and acknowledged, by
the proper Person or Persons.
Section 5.2 Duties of Warrant Agent. The Warrant Agent undertakes only the
specific duties and obligations imposed hereunder upon the following terms and
conditions, by all of which the Depositor, the Trust, the Trustee and each
holder of a Call Warrant shall be bound:
(a) The Warrant Agent may consult with legal counsel (who may be legal counsel
for the Depositor), and the opinion of such counsel shall be full and complete
authorization and protection to the Warrant Agent as to any action taken or
omitted by it in good faith and in accordance with such opinion, provided the
Warrant Agent shall have exercised reasonable care in the selection by it of
such counsel.
B-5
(b) Whenever in the performance of its duties hereunder, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Depositor or the Trustee prior to taking or suffering any action
hereunder, such fact or matter may be deemed to be conclusively proved and
established by a Depositor Order or a certificate signed by a Responsible
Officer of the Trustee and delivered to the Warrant Agent; and such certificate
shall be full authorization to the Warrant Agent for any action taken or
suffered in good faith by it hereunder in reliance upon such certificate.
(c) The Warrant Agent shall be liable hereunder only for its own negligence,
willful misconduct or bad faith.
(d) The Warrant Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained herein or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Trust and the Depositor only.
(e) The Warrant Agent shall not have any responsibility in respect of and makes
no representation as to the validity of this Call Warrant or the execution and
delivery hereof (except the due execution hereof by the Warrant Agent); nor
shall it be responsible for any breach by the Trust of any covenant or condition
contained in this Call Warrant; nor shall it by any act hereunder be deemed to
make any representation or warranty as to the Certificates to be purchased
hereunder.
(f) The Warrant Agent is hereby authorized and directed to accept instructions
with respect to the performance of its duties hereunder from the Chairman of the
Board, the Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer, President, a Vice President, a Senior Vice President, a Managing
Director, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary of the Depositor, and any Responsible Officer of the Trustee, and to
apply to such officers for advice or instructions in connection with its duties,
and it shall not be liable for any action taken or suffered to be taken by it in
good faith in accordance with instructions of any such officer.
(g) The Warrant Agent and any shareholder, director, officer or employee of the
Warrant Agent may buy, sell or deal in any of the Call Warrants or other
securities of the Trust or otherwise act as fully and freely as though it were
not Warrant Agent hereunder, so long as such persons do so in full compliance
with all applicable laws. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Trust, the Depositor or for any other legal
entity.
(h) The Warrant Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents.
(i) The Warrant Agent shall act solely as the agent of the Trust hereunder. The
Warrant Agent shall not be liable except for the failure to perform such duties
as are specifically set forth herein, and no implied covenants or obligations
shall be read into this Call Warrant against the Warrant Agent, whose duties
B-6
shall be determined solely by the express provisions hereof. The Warrant Agent
shall not be deemed to be a fiduciary.
(j) The Warrant Agent shall not be responsible for any failure on the part of
the Trustee to comply with any of its covenants and obligations contained
herein.
(k) The Warrant Agent shall not be under any obligation or duty to institute,
appear in or defend any action, suit or legal proceeding in respect hereof,
unless first indemnified to its satisfaction, but this provision shall not
affect the power of the Warrant Agent to take such action as the Warrant Agent
may consider proper, whether with or without such indemnity. The Warrant Agent
shall promptly notify the Depositor and the Trustee in writing of any claim made
or action, suit or proceeding instituted against it arising out of or in
connection with this Call Warrant.
(l) The Trustee will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further acts,
instruments and assurances as may be required by the Warrant Agent in order to
enable it to carry out or perform its duties hereunder.
Section 5.3 Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties hereunder upon thirty (30) days notice in writing
mailed to the Depositor and the Trustee by registered or certified mail, and to
the holders of the Call Warrants by first-class mail at the expense of the
Depositor; provided that no such resignation or discharge shall become effective
until a successor Warrant Agent shall have been appointed hereunder. The
Depositor may remove the Warrant Agent or any successor Warrant Agent upon
thirty (30) days notice in writing, mailed to the Warrant Agent or successor
Warrant Agent, as the case may be, and to the holders of the Call Warrants by
first-class mail; provided further that no such removal shall become effective
until a successor Warrant Agent shall have teen appointed hereunder. If the
Warrant Agent shall resign or be removed or shall otherwise become incapable of
acting, the Depositor shall promptly appoint a successor to the Warrant Agent,
which may be designated as an interim Warrant Agent. If an interim Warrant Agent
is designated, the Depositor shall then appoint a permanent successor to the
Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall
fail to make such appointment of a permanent successor within a period of thirty
(30) days after such removal or within sixty (60) days after notification in
writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the holder of a Call Warrant, then the Warrant Agent or
registered holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of such a successor. Any successor to the
Warrant Agent appointed hereunder must be rated in one on the four highest
rating categories by the Rating Agencies. Any entity which may be merged or
consolidated with or which shall otherwise succeed to substantially all of the
trust or agency business of the Warrant Agent shall be deemed to be the
successor Warrant Agent without any further action.
B-7
ARTICLE VI
Miscellaneous
Section 6.1 Remedies. The remedies at law of the holder of this Call Warrant in
the event of any default or threatened default by the Warrant Agent in the
performance of or compliance with any of the terms of this Call Warrant are not
and will not be adequate and, to the full extent permitted by law, such terms
may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.
Section 6.2 Limitation on Liabilities of Holder. Nothing contained in this Call
Warrant shall be construed as imposing any obligation on the holder hereof to
purchase any of the Certificates except in accordance with the terms hereof.
Section 6.3 Notices. All notices and other communications under this Call
Warrant shall be in writing and shall be delivered, or mailed by registered or
certified mail, return receipt requested, by a nationally recognized overnight
courier, postage prepaid, addressed (a) if to any holder of any Call Warrant, at
the registered address of such holder as set forth in the register kept by the
Warrant Agent or (b) if to the Warrant Agent, to 000 Xxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust or to such other address
notice of which the Warrant Agent shall have given to the holder hereof and the
Trustee or (c) if to the Trust or the Trustee, to the Corporate Trust Office (as
set forth in the Trust Agreement); provided that the exercise of any Call
Warrant shall be effective on the manner provided in Article I.
Section 6.4 Amendment. (a) This Call Warrant may be amended from time to time by
the Depositor, the Trustee and the Warrant Agent without the consent of any
holder hereof, upon receipt of an opinion of counsel satisfactory to the Warrant
Agent that the provisions hereof have been satisfied and that such amendment
would not alter the status of the Trust as a grantor trust under the Code, for
any of the following purposes: (i) to cure any ambiguity or to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein or to provide for any other terms or modify any other
provisions with respect to matters or questions arising under this Warrant which
shall nor adversely affect in any material respect the interests of the holder
hereof or any holder of a Certificate or (ii) to evidence and provide for the
acceptance of appointment hereunder of a Warrant Agent other than U.S. Bank
Trust National Association.
(b) Without limiting the generality of the foregoing, this Call Warrant may also
be modified or amended from time to time by the Depositor, the Trustee and the
Warrant Agent with the consent of the holders of 66-2/3% of the Call Warrants,
upon receipt of an opinion of counsel satisfactory to the Warrant Agent that the
provisions hereof (including, without limitation, the following proviso) have
seen satisfied, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Call Warrant or of modifying
in any manner the rights of the holders of this Call Warrant; provided, however,
B-8
that no such amendment shall (i) adversely affect in any material respect the
interests of holders of Certificates without the consent of the holders of
Certificates evidencing nor less than the Required Percentage-Amendment of the
aggregate Voting Rights of such affected Certificates (as such terms are defined
in the Trust Agreement) and without written confirmation from the Rating
Agencies that such amendment will not result in a downgrading or withdrawal of
its rating of the Certificates; (ii) alter the dates on which Call Warrants are
exercisable or the amounts deliverable upon exercise of a Warrant without the
consent of the holders of Certificates evidencing not less than 100% of the
aggregate Voting Rights of such affected Certificates and the holders of 100% of
the affected Call Warrants or (iii) reduce the percentage of aggregate Voting
Rights required by (i) or (ii) without the consent of the holders of all such
affected Certificates. Notwithstanding any other provision of this Warrant, this
Section 6.4(b) shall not be amended without the consent of the holders of 100%
of the affected Call Warrants.
(c) Promptly after the execution of any such amendment or modification, the
Warrant Agent shall furnish a copy of such amendment or modification to each
holder of a Call Warrant, to the Trustee and to the Rating Agencies. It shall
not be necessary for the consent of holders of Call Warrants or Certificates
under this Section to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof shall be subject to such reasonable regulations as the Warrant
Agent may prescribe.
Section 6.5 Expiration. The right to exercise this Call Warrant shall expire on
the earliest to occur of (a) the cancellation hereof, (b) the termination of the
Trust Agreement or (c) the liquidation, disposition, or maturity of all of the
Certificates.
Section 6.6 Descriptive Headings. The headings in this Call Warrant are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
Section 6.7 GOVERNING LAW. THIS CALL WARRANT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section 6.8 Judicial Proceedings; Waiver of Jury. Any judicial proceeding
brought against the Trust, the Trustee or the Warrant Agent with respect to this
Call Warrant may be brought in any court of competent jurisdiction in the County
of New York, State of New York or of the United States of America for the
Southern District of New York and, by execution and delivery of this Call
Warrant, the Trustee on behalf of the Trust and the Warrant Agent (a) accept,
generally and unconditionally, the nonexclusive jurisdiction of such courts and
any related appellate court, and irrevocably agree that the Trust, the Trustee
and the Warrant Agent shall be bound by any judgment rendered thereby in
connection with this Call Warrant, subject to any rights of appeal, and (b)
irrevocably waive any objection that the Trust or the Trustee, the Warrant Agent
B-9
may now or hereafter have as to the venue of any such suit, action or proceeding
brought in such a court or that such court is an inconvenient forum. Each party
hereto hereby, and each holder of this Call Warrant by its acceptance hereof,
waives, to the fullest extent permitted by law, any right to a trial by jury in
respect of any litigation arising directly or indirectly out of, under or in
connection with any of the transaction documents or any of the transactions
contemplated hereunder. Each party hereto (a) certifies that no representative,
agent or attorney of any party hereto has represented, expressly or otherwise,
that it would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it has been induced to enter into the
transaction documents to which it is a party by, among other things, this
waiver.
Section 6.9 Nonpetition Covenant; No Recourse. Each of (i) the holder of this
Call Warrant by its acceptance hereof, and (ii) the Warrant Agent agrees, that
it shall not (and, in the case of the holder, that it shall not direct the
Warrant Agent to), until the date which is one year and one day after the
payment in full of the Certificates and all other securities issued by the
Trust, the Depositor or entities formed, established or settled by the
Depositor, acquiesce, petition or otherwise invoke or cause the Trust, the
Depositor, or any such other entity to invoke the process of the United States
of America, any State or other political subdivision thereof or any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government for the purpose of commencing or
sustaining a case by or against the Trust, the Depositor or any such other
entity under a federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Trust, the Depositor or any such other entity or
all or any part of the property or assets of Trust, the Depositor or any such
other entity or ordering the winding up or liquidation of the affairs of the
Trust, the Depositor or any such other entity.
B-10
Each of (i) the holder of this Call Warrant, by its acceptance
hereof, and (ii) the Warrant Agent agrees, that it shall not have any recourse
to the Certificates.
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual
capacity but solely as
Trustee and Authenticating Agent
By:_____________________________________
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Warrant Agent
By:_____________________________________
Authorized Signatory
B-11
FORM OF SUBSCRIPTION
[To be executed only upon exercise of Call Warrants]
To: Corporate Backed Trust Certificates, Series 2001-12 Trust
U.S. Bank Trust National Association, as Trustee
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust
The undersigned registered holder of the within Call Warrant,
having previously given notice thereof in accordance with the terms of the Call
Warrant, hereby irrevocably exercises Warrant(s) for, and purchases pursuant
thereto, the Certificates receivable upon such exercise, and herewith makes
payment of $[ ] per Call Warrant therefor, and requests that such Certificates
be transferred to __________ [insert information required for transfer of
Certificates]. In connection therewith, the undersigned hereby certifies that it
is solvent as of the date hereof, as required by Section 1.1 of the Call
Warrant.
Dated:
(Signature must conform in all respects to name of holder as
specified on the face of Call Warrant)
(Street Address)
(City) (State) (Zip Code)
B-12
FORM OF ASSIGNMENT
[To be executed only upon transfer of Call Warrant]
For value received, the undersigned registered holder of the
within Call Warrant hereby sells, assigns and transfers unto ______ the _______
Call Warrant(s) [Must be whole number] to purchase Certificates to which such
Call Warrant relates, and appoints Attorney to make such transfer on the books
of the Warrant Agent maintained for such purpose, with full power of
substitution in the premises.
Dated:
(Signature must conform in all respects to name of holder as
specified on the face of Warrant)
(Street Address)
(City State) (Zip Code)
Signed in the presence of:
B-13
EXHIBIT C
FORM OF INVESTMENT LETTER
QUALIFIED INSTITUTIONAL BUYER
Dated:
U.S. Bank Trust National Association,
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Inc.
as initial Warrant Holder
3 World Financial Center
New York, New York 10285
Xxxxxx ABS Corporation
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
In connection with our proposed purchase of ___________ Call
Warrants (the "Call Warrants") representing an interest in the Corporate Backed
Trust Certificates Series 2001-12 Trust (the "Trust"), the investor on whose
behalf the undersigned is executing this letter (the "Purchaser") confirms that:
(a) Reference is made to the Prospectus Supplement, dated
April 3, 2001 (the "Prospectus Supplement"), with respect to the Certificates to
which the Call Warrants relate. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Prospectus
Supplement. The Purchaser has received a copy of the Prospectus Supplement and
such other information as the Purchaser deems necessary in order to make its
investment decision and the Purchaser has been provided the opportunity to ask
questions of, and receive answers from, the Depositor and the Underwriters,
concerning the terms and conditions of the Call Warrants. The Purchaser has
received and understands the above, and understands that substantial risks are
involved in an investment in the Call Warrants. The Purchaser represents that in
making its investment decision to acquire the Call Warrants, the Purchaser has
not relied on representations, warranties, opinions, projections, financial or
other information or analysis, if any, supplied to it by any person, including
you, the Depositor or the Trustee or any of your or their affiliates, except as
expressly contained in the Prospectus Supplement and in the other written
information, if any, discussed above. The Purchaser has such knowledge and
experience in financial and business matters as to be capable of evaluating the
C-1
merits and risks of an investment in the Call Warrants, and the Purchaser is
able to bear the substantial economic risks of such an investment. The Purchaser
has relied upon its own tax, legal and financial advisors in connection with its
decision to purchase the Call Warrants.
(b) The Purchaser is (A) a "Qualified Institutional Buyer" (as
defined in Rule 144A under the Securities Act of 1933, as amended (the "1933
Act")) and (B) acquiring the Call Warrants for its own account or for the
account of an investor of the type described in clause (A) above as to each of
which the Purchaser exercises sole investment discretion. The Purchaser is
purchasing the Call Warrants for investment purposes and not with a view to, or
for, the offer or sale in connection with, a public distribution or in any other
manner that would violate the 1933 Act or the securities or blue sky laws of any
state.
(c) The Purchaser understands that the Call Warrants have not
been and will not be registered under the 1933 Act or under the securities or
blue sky laws of any state, and that (i) if it decides to resell, pledge or
otherwise transfer any Call Warrant, such Call Warrant may be resold, pledged or
transferred without registration only to an entity that has delivered to the
Depositor and the Trustee a certification that it is a Qualified Institutional
Buyer that purchases (1) for its own account or (2) for the account of such a
Qualified Institutional Buyer, that is, in either case, aware that the resale,
pledge or transfer is being made in reliance on said Rule 144A and (ii) it will,
and each subsequent holder will be required to, notify any purchaser of any Call
Warrant from it of the resale restrictions referred to in clause (i) above.
(d) The Purchaser understands that each of the Call Warrants
will bear a legend to the following effect, unless otherwise agreed by the
Depositor and the Trustee:
"THIS CALL WARRANT 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. THIS CALL WARRANT REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS CALL
WARRANT."
(e) The Purchaser understands that no subsequent transfer of
the Call Warrants is permitted unless it causes its proposed transferee to
provide to the Depositor and the initial Warrant Holder a letter substantially
in the form of Exhibit C to the Series Supplement, as applicable, or such other
written statement as the Depositor shall prescribe.
C-2
The Purchaser agrees that if at some time in the future it
wishes to transfer or exchange any of the Call Warrants, it will not transfer or
exchange any of the Call Warrants unless such transfer or exchange is in
accordance with Section 3.2 of the Warrant Agent Agreement. The Purchaser
understands that any purported transfer of the Call Warrants (or any interest
therein) in contravention of any of the restrictions and conditions in the Trust
Agreement, as applicable, shall be void, and the purported transferee in such
transfer shall not be recognized by the Trust or any other Person as a Warrant
Holder.
C-3
You and the Trustee are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Very truly yours,
By:
-----------------------------------
Name:
Title:
[Medallion Stamp to be affixed here]
C-4
