SUPPLEMENT
TO
SERIES SUPPLEMENT, SERIES 2001-22
---------------------------------
THIS SUPPLEMENT, dated as of June 29, 2001 (this "Supplement"), to
the Series Supplement, dated as of May 24, 2001, (the "Series Supplement")
between Xxxxxx ABS Corporation, as depositor (the "Depositor") and U.S. Bank
Trust National Association, as the trustee (the "Trustee" and together with
the Depositor, the "Parties").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Parties entered into the Series Supplement for the
purpose of setting forth, among other things, certain supplemental information
with respect to the issuance of certificates initially designated Corporate
Backed Trust Certificates, Series 2001-22.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Parties hereby agree as follows:
1. Pursuant to Section 3(d) of the Series Supplement, the Depositor
hereby sells to the Trust an additional $18,750,000 of Underlying Securities
and the Trust hereby issues an additional 750,000 Class A-1 Certificates with
an initial aggregate Certificate Principal Amount of $18,750,000 and an
additional amount of Class A-2 Certificates with an initial notional balance
of $18,750,000 (the "Additional Certificates"). The Additional Certificates
shall have an original issue date of even date herewith but the Additional
Certificates shall accrue interest from June 1, 2001. The Trust is also
issuing call warrants with respect to the Additional Certificates (the
"Additional Call Warrants"). The descriptions of the Underlying Securities,
the Certificates and the Call Warrants in the Series Supplement, including the
Schedules and Exhibits thereto, shall be deemed to be amended mutatis
mutandis, and the Class A-2 Certificate Call Schedule attached to the Series
Supplement is replaced by Schedule I attached hereto.
2. Effect of Supplement. Except as supplemented hereby, the Series
Supplement is ratified and confirmed and continues in full force and effect.
3. Counterparts. This Supplement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one and the same instrument.
4. Governing Law. THIS SUPPLEMENT AND THE TRANSACTIONS DESCRIBED
HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to be duly executed by their respective officers hereunto duly authorized, as
of the day and year first above written.
XXXXXX ABS CORPORATION
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Senior Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee on behalf
of the Corporate Backed Trust
Certificates Series, 2001-22
Trust
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Assistant Secretary
2
SCHEDULE I
CLASS A-2 CERTIFICATE CALL SCHEDULE
DATE CALL PRICE
12/1/01 $1,246,477
6/1/02 $1,240,832
12/1/02 $1,234,905
6/1/03 $1,228,682
12/1/03 $1,222,147
6/1/04 $1,215,286
12/1/04 $1,208,081
6/1/05 $1,200,517
12/1/05 $1,192,574
6/1/06 $1,184,234
12/1/06 $1,175,477
6/1/07 $1,166,282
12/1/07 $1,156,627
6/1/08 $1,146,490
12/1/08 $1,135,845
6/1/09 $1,124,669
12/1/09 $1,112,934
6/1/10 $1,100,611
12/1/10 $1,087,673
6/1/11 $1,074,088
12/1/11 $1,059,824
6/1/12 $1,044,846
12/1/12 $1,029,120
6/1/13 $1,012,607
12/1/13 $995,269
6/1/14 $977,063
12/1/14 $957,948
6/1/15 $937,876
12/1/15 $916,802
6/1/16 $894,673
12/1/16 $871,438
6/1/17 $847,041
12/1/17 $821,424
6/1/18 $794,527
12/1/18 $766,284
6/1/19 $736,630
12/1/19 $705,492
6/1/20 $672,798
12/1/20 $638,469
6/1/21 $602,424
12/1/21 $564,577
3
6/1/22 $524,837
12/1/22 $483,110
6/1/23 $439,296
12/1/23 $393,293
6/1/24 $344,988
12/1/24 $294,269
6/1/25 $241,014
12/1/25 $185,096
6/1/26 $126,382
12/1/26 $64,732
6/1/27 $0
4