Execution Copy
PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
April 19, 2002
Ladies and Gentlemen:
Credit And Asset Repackaging Vehicle Corporation, a Delaware
corporation (the "Depositor"), proposes, subject to the terms and conditions
stated herein and in the Amended and Restated Underwriting Agreement, dated
November 30, 2001 (the "Underwriting Agreement"), between the Depositor on the
one hand and Xxxxxxx, Sachs & Co. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Certificates
specified in Schedule II hereto (the "Designated Certificates"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Certificates which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Certificates pursuant to Section 13 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 13
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Certificates, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Depositor agrees to
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Depositor, at the time and place and at
the purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Certificates set forth opposite the name of such
Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Depositor. It is understood that your acceptance of this letter on
behalf of each of the Underwriters may be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Depositor for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
Credit And Asset Repackaging Vehicle Corporation
By: /s/ Ram Sundaram
--------------------------------------------
Name: Ram Sundaram
Title: President
Accepted as of the date hereof:
/s/ Xxxxxxx, Xxxxx & Co.
-------------------------------------
(Xxxxxxx, Sachs & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
CERTIFICATES
TO BE
UNDERWRITERS PURCHASED
------------ ---------
Xxxxxxx, Xxxxx & Co. .......................................... $ 5,652,275
Prudential Securities Incorporated ............................ 30,000,000
First Union Securities, Inc. .................................. 12,500,000
X.X. Xxxxxxx & Sons, Inc. ..................................... 6,250,000
Xxxxxxx Xxxxxx & Co., Inc. .................................... 4,375,000
HSBC Securities (USA) Inc. .................................... 2,500,000
Xxxxxxx Xxxxx & Associates, Inc. .............................. 2,500,000
-----------
Total...................................................... $63,777,275
===========
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SCHEDULE II
TITLE OF DESIGNATED CERTIFICATES:
Public Credit and Repackaged Securities(SM) (PCARS)(SM) Trust JPM Capital
Trust I Certificates Series 2002-2.
AGGREGATE PRINCIPAL AMOUNT:
$63,777,275
PRICE TO PUBLIC:
100% of the principal amount of the Designated Certificates, plus accrued
interest, if any, from May 3, 2002.
PURCHASE PRICE BY UNDERWRITERS:
96.85% of the principal amount of the Designated Certificates, plus accrued
interest from May 3, 2002.
UNDERLYING SECURITIES:
$60,267,000 aggregate principal amount of JPM Capital Trust I 7.54%
Cumulative Capital Securities.
FORM OF DESIGNATED CERTIFICATES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds.
TIME OF DELIVERY:
10:00 a.m. (New York City time), May 3, 2002
TRUST AGREEMENT:
Trust Agreement dated May 3, 2002, between the Depositor and Xxxxx Fargo
Bank Minnesota, National Association, as trustee
MATURITY: January 15, 2027
INTEREST RATE:
7.125%
INTEREST PAYMENT DATES:
The fifteenth day of each January and July, commencing on July 15, 2002.
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REDEMPTION:
The Designated Certificates may be redeemed in part only, in connection
with a partial redemption of the underlying securities specified above.
SINKING FUND PROVISIONS:
No sinking fund provisions.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED CERTIFICATES:
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxxxx, Sachs & Co.
Address for Notices, etc.: 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
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