Exhibit 7
SUPPLEMENT
TO
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES SERIES 2002-12 TRUST
THIS SUPPLEMENT, dated as of June 21, 2002 (this
"Supplement"), to the Series Supplement dated as of June 18, 2002 (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"), with respect to the Corporate
Backed Trust Certificates Series 2002-12 Trust, which supplements the Standard
Terms for Trust Agreements, dated as of January 16, 2001 (the "Standard Terms"
and, together with the Series Supplement, the "Trust Agreement"), between the
Depositor and the Trustee.
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 2002-12;
WHEREAS, the Parties desire to cause the Trust to issue an
additional 509,269 Certificates with an initial aggregate Certificate
Principal Amount of $12,731,725; and
WHEREAS, Section 10.01 of the Standard Terms and Section 14
of the Series Supplement permit the amendment of the Series Supplement upon
the terms and conditions specified therein, and the Parties desire to so amend
the Series Supplement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Parties hereby agree as follows:
1. Definitions. Each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Trust Agreement.
2. Issuance of Additional Certificates. Pursuant to Section 3(d) of
the Series Supplement, the Depositor hereby sells to the Trust an additional
$20,000,000 of Underlying Securities and the Trust hereby issues an additional
509,269 Certificates with an initial aggregate Certificate Principal Amount of
$12,731,725 (the "Additional Certificates"). The Additional Certificates shall
have an original issue date of even date herewith. 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.
3. Effect of Supplement. Except as supplemented hereby, the Series
Supplement is ratified and confirmed and continues in full force and effect.
4. 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.
5. 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.
6. Headings. The headings of Sections contained in this Amendment are
provided for convenience only. They form no part of this Amendment or the
Series Supplement and shall not affect the construction or interpretation of
this Amendment or Series Supplement or any provisions hereof or thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to the Series Supplement to be duly executed by their respective
officers hereunto duly authorized, as of the day and year first above written.
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 2002-12 Trust
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
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