EXHIBIT 4.1
SECOND SUPPLEMENT
TO
SERIES SUPPLEMENT, SERIES 2001-5
THIS SUPPLEMENT, dated as of February 23, 2001 (this "Supplement"),
to the Series Supplement, dated as of February 2, 2001, (the "Series
Supplement") between Xxxxxx ABS Corporation, as depositor (the "Depositor") and
U.S. Bank Trust National Association, as the trustee (the "Trustee" and together
with the Depositor, the "Parties").
W I T N E S S E T H:
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WHEREAS, the Parties entered into the Series Supplement for the
purpose of setting forth, among other things, certain supplemental information
with respect to the issuance of certificates initially designated
Corporate-Backed Trust Certificates, Series 2001-5.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Parties hereby agree as follows:
1. Pursuant to Section 3(d) of the Series Supplement, the Depositor
hereby sells to the Trust an additional $18,400,000 of Underlying Securities and
the Trust hereby issues an additional 692,341 Class A-1 Certificates with an
initial aggregate Certificate Principal Amount of $17,308,525 and an additional
$1,091,475 aggregate principal amount of Class A-2 Certificates (the "Additional
Certificates"). The Additional Certificates shall have an original issue date of
even date herewith but the Class A-1 Certificates shall accrue interest from
February 2, 2001. The descriptions of the Underlying Securities and the
Certificates in the Series Supplement, including the Schedules and Exhibits
thereto, shall be deemed to be amended mutatis mutandis.
2. Effect of Supplement. Except as supplemented hereby, the Series
Supplement is ratified and confirmed and continues in full force and effect.
3. Counterparts. This Supplement may be executed in one or more
counterparts, all of which, taken together, shall constitute one and the same
instrument.
4. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
XXXXXX ABS CORPORATION
By: /S/ Xxxx Xxxxxxx
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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, 2001-5
Trust
By: /S/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice-President
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