EX-4 4 nyc526071-14.txt EXHIBIT 4.5 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 _______________________________________________________________________________ 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 29, 2006 Effective Date: November 29, 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. 2 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: 3 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/ Michael F. Rogers ----------------------------------- Name: Michael F. Rogers 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/ Michael F. Rogers --------------------------------------- Name: Michael F. Rogers Title: President 4