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.
September 21, 2001
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 Underwriting Agreement, dated September 21, 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/ Xxxx X. X'Xxxxxx
---------------------------------------------
Name: Xxxx X. X'Xxxxxx
Title: President
Accepted as of the date hereof:
/s/ Xxxxxxx, Xxxxx & Co.
-------------------------------
(Xxxxxxx, Sachs & Co.)
On behalf of each of the Underwriters
-2-
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
CERTIFICATES
TO BE
UNDERWRITERS PURCHASED
------------ ---------
Xxxxxxx, Xxxxx & Co............................................. $ 2,812,500
Prudential Securities Incorporated.............................. 12,500,000
X. X. Xxxxxxx & Sons, Inc. ..................................... 10,000,000
Spear, Leeds & Xxxxxxx X.X...................................... 2,812,500
------------
Total................................................. $ 28,125,000
============
I-1
SCHEDULE II
TITLE OF DESIGNATED CERTIFICATES:
Public Credit and Repackaged Securities[SM] (PCARS)[SM] Trust
Allstate Financing II Certificates Series 2001-1.
AGGREGATE PRINCIPAL AMOUNT:
$28,125,000.
PRICE TO PUBLIC:
100% of the principal amount of the Designated Certificates, plus accrued
interest, if any, from October 1, 2001.
PURCHASE PRICE BY UNDERWRITERS:
96.85% of the principal amount of the Designated Certificates, plus accrued
interest from October 1, 2001.
UNDERLYING SECURITIES:
$26,000 aggregate principal amount of Allstate Financing II 7.83% 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), October 1, 2001
TRUST AGREEMENT:
Trust Agreement dated October 1, 2001, between the Depositor and Xxxxx
Fargo Bank Minnesota, National Association, as trustee
MATURITY: December 1, 2045
INTEREST RATE:
7.15%
INTEREST PAYMENT DATES:
The first day of each month, commencing on November 1, 2001.
REDEMPTION:
The Designated Certificates may be redeemed in part only, in connection
with a partial redemption of the underlying securities specified above.
II-1
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.
II-2