EXHIBIT 4.5
Income Distribution Agreement
CONFIRMATION
From: Claymore MACROshares Oil Up Holding Trust
To: Claymore MACROshares Oil Down Holding Trust
Date: November 24, 2006
Re: Income Distribution Agreement
_______________________________________________________________________________
Ladies and Gentlemen:
This letter agreement (this "Confirmation") is intended to confirm the
terms and conditions of the transaction (the "Transaction") entered into
between us on the Trade Date set forth below.
1. The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. Any capitalized
terms used but not defined herein or in the Definitions shall have the meanings
set forth in the Down-MACRO Holding Trust Agreement (the "Down-MACRO Holding
Trust Agreement") or the Up-MACRO Holding Trust Agreement (the "Up-MACRO
Holding Trust Agreement"), each dated as of November 24, 2006, among MACRO
Securities Depositor, LLC, Investors Bank & Trust Company, as Trustee, Claymore
Securities, Inc., as Administrative Agent and a Marketing Agent, and MACRO
Financial, LLC, as a Marketing Agent. In the event of any inconsistency between
any such definitions and provisions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement (Multicurrency-Cross Border) dated as of November 24,
2006, as amended and supplemented from time to time (the "Agreement"), between
the Claymore MACROshares Oil Up Holding Trust (the "Up- MACRO Holding Trust")
and the Claymore MACROshares Oil Down Holding Trust (the "Down- MACRO Holding
Trust"). All provisions contained in the Agreement shall govern this
Confirmation except as expressly modified below. In the event of any
inconsistency between the provisions of the Agreement and this Confirmation,
this Confirmation will prevail for the purposes of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date: November 29, 2006
Effective Date: November 29, 2006
Termination Date: The earlier of (i) the
Distribution Payment Date occurring
in January of 2027, which follows
the Final Scheduled Termination
Date, and (ii) an Early Termination
Date (as used herein having the
meaning set forth in the Up-MACRO
Holding Trust Agreement and the
Down-MACRO Holding Trust Agreement).
Distribution Dates: The second Business Day preceding
each Record Date.
Distribution Payment Dates: The third Business Day of the month
immediately following the month in
which the related Distribution Date
occurred.
Record Dates: The last Business Day of each March,
June, September and December of each
year, commencing in December of
2006.
Income Distribution Payments and
Income Distribution Payment Payer: With respect to any Distribution
Date, if the Down-MACRO Earned
Income Accrual for the preceding
Calculation Period is less than the
Down-MACRO Available Income for such
Calculation Period, the Down-MACRO
Holding Trust will pay the
Down-MACRO Income Distribution
Payment to the Up-MACRO Holding
Trust on the related Distribution
Payment Date. If the Up-MACRO Earned
Income Accrual for the preceding
Calculation Period is less than the
Up-MACRO Available Income for such
Calculation Period, the Up-MACRO
Holding Trust will pay the Up-MACRO
Income Distribution Payment to the
Down-MACRO Holding Trust on the
related Distribution Payment Date.
Down-MACRO
Income Distribution Payment: With respect to any Distribution
Date, an amount equal to the positive
difference between the Down-MACRO
Available Income for the preceding
Calculation Period and the Down-MACRO
Earned Income Accrual for the
preceding Calculation Period.
Up-MACRO
Income Distribution Payment: With respect to any Distribution
Date, an amount equal to the positive
difference between the Up-MACRO
Available Income for the preceding
Calculation Period and the Up-MACRO
Earned Income Accrual for the
preceding Calculation Period.
Available Income and
Earned Income Accrual: With respect to any Calculation
Period, the Up-MACRO Available Income
and Down-MACRO Available Income, and
the Up-MACRO Earned Income Accrual
and Down-MACRO Earned Income Accrual,
have the respective meanings in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust
Agreement.
Starting Level: The Starting Level will be as
specified in the Up-MACRO Holding
Trust Agreement and the Down-MACRO
Trust Agreement.
Ending Level: With respect to any Price
Determination Day, the Applicable
Reference Price of Crude Oil on such
Price Determination Day.
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Applicable Reference
Price of Crude Oil: Has the meaning set forth in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust
Agreement.
Price Determination Day: Has the meaning set forth in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust
Agreement.
Calculation Period: Has the meaning set forth in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust
Agreement.
Business Day: New York
Calculation Agent: The Administrative Agent
Early Termination:
-----------------
With respect to any Early Termination Date (as defined in the Down-MACRO
Holding Trust Agreement and the Up-MACRO Holding Trust Agreement), no payment
(other than payments already due and paid).
3. Tax Treatment.
-------------
The parties hereto intend to treat this Confirmation, as governed by the
Agreement, as a notional principal contract (within the meaning of Treas. Reg.
Section 1.446-3) for U.S. federal, state, and local income tax purposes.
4. Account Details:
---------------
Account(s) for payments to Up-MACRO Holding Trust:
Account(s) for payments to Down-MACRO Holding Trust:
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Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing the copy of this Confirmation enclosed for that
purpose and returning it to us.
Yours sincerely,
CLAYMORE MACROSHARES OIL UP
HOLDING TRUST
By: Investors Bank & Trust Company,
not in its individual capacity but solely as
Up-MACRO Holding Trustee
By: /S/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Confirmed as of the date
first above written:
CLAYMORE MACROSHARES OIL DOWN HOLDING TRUST
By: Investors Bank & Trust Company,
not in its individual capacity but solely as
Down-MACRO Holding Trustee
By: /S/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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