EX-4 6 nyc526071.txt EXHIBIT 4.5 - CONFIM. INCOME DIST. AGMT. Exhibit 4.5 Form of Income Distribution Agreement CONFIRMATION From: MACRO Securities Depositor, LLC MACROShares Up Oil Benchmark Holding Trust To: MACRO Securities Depositor, LLC MACROShares Down Oil Benchmark Holding Trust Date: June , 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 June , 2006, among MACRO Securities Depositor, LLC, [ ], as Trustee, and [ ], 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 June , 2006, as amended and supplemented from time to time (the "Agreement"), between the MACROShares Up Oil Benchmark Holding Trust (the "Up-Macro Holding Trust") and the MACROShares Down Oil Benchmark 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. Income Distribution Payments and Income Distribution Payment Payer: With respect to any Distribution Date, if the Down-MACRO Earned Income Accrual is less than the Down-MACRO Available Income Accrual, 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 Up-MACRO Earned Income Accrual is less than the Up-MACRO Available Income Accrual, 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 Down-MACRO Available Income Accrual for the preceding Calculation Period and the Down-MACRO Earned Income Accrual for such Calculation Period. Up-MACRO Income Distribution Payment: With respect to any Distribution Date, an amount equal to the positive difference, if any, between the Up-MACRO Available Income Accrual for the preceding Calculation Period and the Up-MACRO Earned Income Accrual for such 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: Initially USD ______/barrel for any Distribution Day, subject to adjustment in connection with an Up-MACRO Recapitalization Event or a Down-MACRO Recapitalization Event. Ending Level: With respect to any Price Determination Day, the Applicable Reference Price of Crude Oil on such Price Determination Day. Applicable Reference Price of Crude Oil: Has the meaning set forth in the Up-MACRO Holding Trust Agreement and the Down-MACRO Trust Agreement. Price Determination Day: Has the meaning set forth in the Up-MACRO Holding Trust Agreement and the Down-MACRO 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: 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, MACROSHARES UP OIL BENCHMARK HOLDING TRUST By: [ ], not in its individual capacity but solely as Up-MACRO Holding Trustee By: ----------------------------------- Name: Title: Confirmed as of the date first above written: MACROSHARES DOWN OIL BENCHMARK HOLDING TRUST By: [ ], not in its individual capacity but solely as Down-MACRO Holding Trustee By: --------------------------------------- Name: Title: