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
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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 24, 2006
Effective Date: November 24, 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
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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
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Name: Xxxxxxx X. Xxxxxx
Title: President
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