Execution Copy
AMENDED AND RESTATED PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
February 28, 2002
Ladies and Gentlemen:
This is to amend and restate the Pricing Agreement, dated as of
February 21, 2002 (the "Original Pricing Agreement"), between you and us. The
Original Pricing Agreement shall be superseded and replaced in all respects by
this Amended and Restated Pricing Agreement ("this Agreement"), and shall be of
no further force and effect, upon the execution and delivery of this Agreement
by you and us.
Credit And Asset Repackaging Vehicle Corporation, a Delaware
corporation (the "Depositor"), proposes, subject to the terms and conditions
stated herein, in the Amended and Restated Underwriting Agreement, dated
November 30, 2001 (the "Underwriting Agreement") and in the Original Pricing
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"), $4,571,825 in aggregate principal amount of which is
in addition to the Certificates specified in Schedule II to the Original Pricing
Agreement. 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 Amended and Restated
Pricing Agreement ("this 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 Agreement in
relation to the Prospectus as amended or supplemented relating to the Designated
Certificates which are the subject of this 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 by way of an addendum or otherwise, 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/ Xxxxx Xxxx Xxxxxxx
---------------------------------------------
Name: Xxxxx Xxxx Xxxxxxx
Title: Secretary and Vice President
Accepted as of the date hereof:
/s/ Xxxxxxx, Sachs & Co.
----------------------------------
(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
CERTIFICATES
TO BE
UNDERWRITERS PURCHASED
------------ ---------
Xxxxxxx, Sachs & Co. ................................... $ 2,125,000.00
Prudential Securities Incorporated ..................... 22,446,825.00
U.S. Bancorp Xxxxx Xxxxxxx Inc. ........................ 3,750,000.00
Spear, Leeds & Xxxxxxx X.X. ............................ 1,250,000.00
------------
Total ........................................ $29,571,825.00
==============
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SCHEDULE II
TITLE OF DESIGNATED CERTIFICATES:
Public Credit and Repackaged Securities(SM) (PCARS)(SM) Trust KeyCorp
Institutional Capital A Certificates Series 2002-1.
AGGREGATE PRINCIPAL AMOUNT:
$29,571,825.
PRICE TO PUBLIC:
100% of the principal amount of the Designated Certificates, plus accrued
interest, if any, from March 7, 2002.
PURCHASE PRICE BY UNDERWRITERS:
96.85% of the principal amount of the Designated Certificates, plus
accrued interest from March 7, 2002.
UNDERLYING SECURITIES:
$28,340,000 aggregate principal amount of KeyCorp Institutional Capital A
7.826% 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), March 7, 2002
TRUST AGREEMENT:
Trust Agreement dated March 7, 2002, between the Depositor and Xxxxx
Fargo Bank Minnesota, National Association, as trustee
MATURITY: December 1, 2026
INTEREST RATE:
7.5%
INTEREST PAYMENT DATES:
The first day of each June and December, commencing on June 1, 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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