EXHIBIT 4.5
Form of Income Distribution Agreement
CONFIRMATION
From: MACRO Securities Depositor, LLC
Claymore MACROshares Oil Up Holding Trust
To: MACRO Securities Depositor, LLC
Claymore MACROshares Oil Down Holding Trust
Date: September __, 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 August , 2006, among MACRO Securities
Depositor, LLC, Investors Bank & Trust Company, as Trustee, and Claymore
Securities, Inc., as Administrative Agent and 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 September , 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: ______, 200_
Effective Date: ______, 200_
Termination Date: The earlier of (i) ______,
2026, which is 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 25th day of each March,
June, September and December, during
the Term of this Transaction, subject
to adjustment in accordance with the
Following Business Day Convention.
Distribution Payment Dates: The first day of each April, July,
October and January, subject to
adjustment in accordance with the
Following Business Day Convention.
Income Distribution Payments and
Income Distribution Payment Payer: With respect to any Distribution
Date, if the sum of the Down-MACRO
Earned Income Accruals for each day
of the preceding Calculation Period
is less than the sum of the
Down-MACRO Available Income Accruals
for each day of the preceding
Calculation Period, the Down-MACRO
Holding Trust will pay the Down-MACRO
Income Distribution Payment to the
Up-MACRO Holding Trust on such
Distribution Date. If the sum of the
Up-MACRO Earned Income Accruals for
each day of the preceding Calculation
Period is less than the sum of the
Up-MACRO Available Income Accruals
for each day of the preceding
Calculation Period, the Up-MACRO
Holding Trust will pay the Up-MACRO
Income Distribution Payment to the
Down-MACRO Holding Trust on such
Distribution Date.
Down-MACRO Income
Distribution Payment: With respect to any Distribution
Date, an amount equal to the positive
difference, if any, between the sum
of the Down-MACRO Available Income
Accruals for each day of the
preceding Calculation Period and the
sum of the Down-MACRO Earned Income
Accruals for each day of the
preceding Calculation Period.
Up-MACRO Income
Distribution Payment: With respect to any Distribution
Date, an amount equal to the positive
difference, if any, between the sum
of the Up-MACRO Available Income
Accruals for each day of the
preceding Calculation Period and the
sum of the Up-MACRO Earned Income
Accruals for each day of the
preceding Calculation Period.
Available Income Accrual
and Earned Income Accrual: With respect to any Distribution
Date, the Up-MACRO Available Income
Accrual and Down-MACRO Available
Income Accrual, 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: USD ______.
Ending Level: With respect to any Price
Determination Day, the Applicable
Reference Price of Crude Oil on such
Price Determination Day.
2
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.
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), the Settlement Amount
due in respect of this Transaction shall be equal to the Up-MACRO Income
Distribution Payment or Down-MACRO Income Distribution Payment, as applicable,
determined in respect of such Early Termination Date by the Calculation Agent in
accordance with the terms of this Confirmation.
3. Account Details:
---------------
Account(s) for payments to Up-MACRO Holding Trust:
Account(s) for payments to Down-MACRO Holding Trust:
3
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:_____________________________________
Name:
Title:
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: ___________________________________
Name:
Title:
4
