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
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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 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:
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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:
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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:
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Name:
Title:
