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EXHIBIT 1.1
CABCO TRUST FOR X. X. XXXXXX DEBENTURES
2,106,000 Trust Certificates
UNDERWRITING AGREEMENT
March 18, 1999
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
CABCO Trust for X. X. Xxxxxx Debentures, a common law trust
created under the laws of the state of New York (the "Trust"), proposes to sell
to PaineWebber Incorporated ("PaineWebber") and Xxxxxxx Xxxxx Barney Inc. ("SSB"
and, together with PaineWebber, the "Underwriters"), pursuant to this agreement
(this "Agreement"), 2,106,000 Trust Certificates, principal amount $25 per
certificate (the "Certificates"), to be issued pursuant to the Amended and
Restated Trust Agreement to be dated as of the Closing Date (as defined below),
including the Standard Terms and Provisions of Series Trust Deposit Agreement
incorporated therein by reference (the "Trust Agreement") between Corporate
Asset Backed Corporation (the "Depositor") and United States Trust Company of
New York, as trustee (the "Trustee"). The Certificates will represent in the
aggregate the entire beneficial ownership interest in the Trust, whose sole
asset consists of $52,650,000 of 75/8% Debentures due 2097 issued by X. X.
Xxxxxx Company, Inc. exclusive of interest accrued thereon from and including
March 1, 1999, to but excluding the Closing Date (exclusive of such interest,
the "Underlying Securities"). Pursuant to an assignment agreement dated as of
the Closing Date (the "Assignment Agreement") between PaineWebber and the
Depositor, PaineWebber will convey the Underlying Securities to the Depositor.
Pursuant to the Trust Agreement and a Cross-Receipt, the Depositor will convey
the Underlying Securities to the Trustee. The Certificates are described more
fully in the Registration Statement (as hereinafter defined). This is to confirm
the arrangements with respect to the Underwriters' purchase of the Certificates.
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The Assignment Agreement, the Trust Agreement and this
Agreement are collectively referred to herein as the "Transaction Documents."
The Depositor has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
33-91744) for the registration of the Certificates under the Securities Act of
1933 (the "1933 Act"), which registration statement has become effective and
copies of which, as amended to the date hereof, have been delivered to the
Underwriters. The Depositor proposes to file with the Commission pursuant to
Rule 424(b)(5) under the rules and regulations of the Commission under the Act
(the "1933 Act Regulations") a prospectus supplement dated March 18, 1999 (the
"Prospectus Supplement") to the prospectus (the "Base Prospectus") dated March
18, 1999 included in such registration statement, relating to the Certificates
and the method of distribution thereof. Such registration statement on Form S-3,
including exhibits thereto, as amended as of the date hereof, is hereinafter
called the "Registration Statement"; and such prospectus, as supplemented by the
Prospectus Supplement, is hereinafter called the "Prospectus."
SECTION 1. Representations and Warranties.
(a) The Depositor represents and warrants to each of the
Trustee and the Underwriters as follows:
(i) The Registration Statement, as amended as of the
effective date thereof (the "Effective Date"), and the Prospectus, as
of the date thereof, complied in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations. The
Registration Statement, as of the Effective Date, did not contain an
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus, as of the date thereof, did
not, and as of the Closing Date will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Depositor in writing by the Underwriters expressly for
use in the Registration Statement or Prospectus. The Depositor and the
Underwriters hereby acknowledge that only the statements set forth in
the paragraph immediately preceding the final paragraph of page 2 of
the Base Prospectus, the first sentence of the final paragraph of page
2 of the Base Prospectus, the final paragraph of the cover of the
Prospectus Supplement and under the caption "Underwriting" in the
Prospectus Supplement constitute statements made in reliance upon and
in conformity with information furnished to the Depositor in writing by
the Underwriters expressly for use in the Registration Statement or
Prospectus.
(ii) Since the respective dates as of which
information is given in the Registration Statement and Prospectus,
except as otherwise stated therein, (A) there has been no material
adverse change in the condition, financial or otherwise, or in the
earnings,
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business affairs or business prospects of the Depositor, whether or not
arising in the ordinary course of business, and (B) there have been no
transactions entered into by the Depositor, other than those in the
ordinary course of business, which are material with respect to the
Depositor.
(iii) The Depositor has been duly organized and is
validly existing as a corporation in good standing under the laws of
the State of Delaware with corporate power and authority to own, lease
and operate its properties and to conduct its business, as now
conducted by it, and to enter into and perform its obligations under
the Transaction Documents to which it is a party.
(iv) The Depositor is not in violation of its charter
or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to
which the Depositor is a party, or to which any of the property or
assets of the Depositor may be subject, or by which it or any of them
may be bound; and the execution, delivery and performance of the
Transaction Documents to which it is a party and the consummation of
the transactions contemplated therein and compliance by the Depositor
with its obligations thereunder have been duly authorized by all
necessary corporate action and will not conflict with or constitute a
breach of, or default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the
Depositor pursuant to, any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a
party or by which it or any of them may be bound, or to which any of
the property or assets of the Depositor is subject, nor will such
action result in any violation of the provisions of the charter or
by-laws of the Depositor or any applicable law, administrative
regulation or administrative or court decree.
(v) There is no action, suit or proceeding before or
by any court or governmental agency or body, domestic or foreign, now
pending or, to the knowledge of the Depositor, threatened against or
affecting the Depositor, which is required to be disclosed in the
Registration Statement (other than as disclosed therein), or which
might result in any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business
prospects of the Depositor, or which might materially and adversely
affect the properties or assets thereof or which might materially and
adversely affect the consummation of the transactions contemplated by
the Transaction Documents to which it is a party; all pending legal or
governmental proceedings to which the Depositor is a party or of which
its property or assets is the subject which are not described in the
Registration Statement, including ordinary routine litigation
incidental to the business, are, considered in the aggregate, not
material; and there are no contracts or documents of the Depositor
which are required to be filed as exhibits to the Registration
Statement by the 1933 Act or by the 1933 Act Regulations which have not
been so filed.
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(vi) No authorization, approval or consent of any
court or governmental authority or agency is necessary in connection
with the offering, issuance or sale of the Certificates, except such as
have been, or as of the Closing Date will have been, obtained or such
as may otherwise be required under applicable state securities laws in
connection with the purchase and offer and sale of the Certificates by
the Underwriters.
(vii) The Depositor possesses all material licenses,
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct
the business now operated by it, and the Depositor has not received any
notice of proceedings relating to the revocation or modification of any
such license, certificate, authority or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the condition, financial
or otherwise, or the earnings, business affairs or business prospects
of the Depositor.
(viii) Each of the Transaction Documents to which it
is a party has been duly authorized, executed and delivered by the
Depositor and constitutes a legal, valid and binding agreement
enforceable against the Depositor in accordance with its terms, except
as enforceability may be limited by (A) bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of such
Transaction Documents that purport to provide indemnification from
securities law liabilities.
(ix) At the time of the execution and delivery of the
Trust Agreement, the Depositor (A) will have good and marketable title
to the Bonds being transferred by it to the Trustee pursuant thereto,
free and clear of any lien, mortgage, pledge, charge, encumbrance,
adverse claim or other security interest (collectively "Liens"), (B)
will not have assigned to any person any of its right, title or
interest in such Bonds or in the Trust Agreement and (C) will have the
power and authority to transfer such Bonds to the Trustee, and upon
execution and delivery of the Trust Agreement, the Trustee will have
acquired ownership of all of the Depositor's right, title and interest
in and to the related Bonds, and upon delivery to the Underwriters of
the Certificates pursuant to this Agreement, the Underwriters will have
good and marketable title to the Certificates, in each case free of
Liens.
(x) The Certificates and the Trust Agreement will
each conform in all material respects to the descriptions thereof
contained in the Prospectus, and the Certificates, when duly and
validly authorized, executed, authenticated and delivered in accordance
with the Trust Agreement and paid for as provided herein, will be
entitled to the benefits of the Trust Agreement.
(xi) The Trust created by the Trust Agreement will
not be required to be registered as an investment company under the
Investment Company Act of 1940, as
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amended (the "1940 Act"), and, as of the Closing Date, the Trust
Agreement shall be duly qualified as an indenture under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").
(xii) At the Closing Date, each of Xxxxx'x Investors
Service, Inc. and Standard & Poor's Ratings Group shall have assigned
an investment grade rating to the Certificates.
(xiii) Any taxes, fees and other governmental charges
in connection with the execution, delivery and issuance of the
Transaction Documents to which it is a party and the Certificates have
been paid or will be paid at or prior to the Closing Date.
(xiv) The sale of the Bonds to the Trustee on the
Closing Date will be treated by the Depositor for financial accounting
and reporting purposes as a sale of assets and not as a pledge of
assets to secure debt.
(b) Any certificate signed by any officer of the Depositor and
delivered to the Trustee, the Underwriters or their counsel shall be deemed a
representation and warranty by the Depositor to the Trustee and the Underwriters
as to the matters covered thereby.
SECTION 2. Purchase and Sale.
Subject to the terms and conditions herein set forth and in
reliance upon the representations and warranties herein contained, the Trust
agrees to sell to the Underwriters, and each of the Underwriters agrees to
purchase from the Trust, at a purchase price set forth on Schedule A hereto, the
number of Certificates set forth on Schedule A hereto.
SECTION 3. Delivery and Payment.
Payment of the purchase price for, and delivery of, the
Certificates to be purchased by the Underwriters shall be made at the office of
PaineWebber Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or at such other place as shall be agreed upon by the Underwriters and the
Trust, at 10:00 a.m. New York City time, on March 25, 1999, which date and time
may be postponed by agreement between you and the Trust (such time and date of
payment and delivery being herein called the "Closing Date"). Payment shall be
made to the Trust or its order at the Trust's option, by (i) appropriate
notation of an inter company transfer between affiliates of PaineWebber Group,
Inc. or (ii) in immediately available Federal funds wired to such bank as may be
designated by the Trust, against delivery of the Certificates. The Certificates
shall be in such denominations and registered in such names as you may request
in writing at least two business days before the Closing Date. The Certificates
will be made available for examination and packaging by you not later than 10:00
a.m. on the last business day prior to the Closing Date.
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SECTION 4. Covenants of the Depositor. The Depositor covenants
with the Trustee and the Underwriters as follows:
(a) The Depositor will give the Trustee and the Underwriters
notice of its intention to file or prepare any amendment to the Registration
Statement or any amendment or supplement to the Prospectus (including any
revised prospectus which the Depositor proposes for use by the Underwriters in
connection with the offering of the Certificates which differs from the
prospectus on file at the Commission at the time the Registration Statement
becomes effective, whether or not such revised prospectus is required to be
filed pursuant to Rule 424(b) of the 1933 Act Regulations), will furnish the
Underwriters with copies of any such amendment or supplement a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not
file any such amendment or supplement or use any such prospectus to which either
of the Underwriters shall reasonably object.
(b) The Depositor will cause the Prospectus to be transmitted
to the Commission for filing pursuant to Rule 424(b)(5) under the 1933 Act by
means reasonably calculated to result in filing with the Commission pursuant to
said rule.
(c) The Depositor will deliver to the Underwriters as many
signed copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein) as the Underwriters may reasonably request and will also
deliver to the Underwriters a conformed copy of the Registration Statement as
originally filed and of each amendment thereto (without exhibits).
(d) The Depositor will furnish to the Underwriters, from time
to time during the period when the Prospectus is required to be delivered under
the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such
number of copies of the Prospectus (as amended or supplemented) as the
Underwriters may reasonably request for the purposes contemplated by the 1933
Act or the 1934 Act or the respective applicable rules and regulations of the
Commission thereunder.
(e) If, during the period after the first date of the public
offering of the Certificates in which a prospectus relating to the Certificates
is required to be delivered under the 1933 Act, any event shall occur as a
result of which it is necessary, in the opinion of counsel for the Depositor, to
amend or supplement the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the Depositor will forthwith amend or supplement the
Prospectus (in form and substance satisfactory to counsel for the Depositor) so
that, as so amended or supplemented, the Prospectus will not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances existing at
the time it is delivered to a purchaser, not misleading, and the Depositor will
furnish to the Trustee and the Underwriters a reasonable number of copies of
such amendment or supplement.
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(f) The Depositor will endeavor to arrange for the
qualification of the Certificates for sale under the applicable securities laws
of such states and other jurisdictions of the United States as the Underwriters
may designate; provided, however, that the Depositor shall not be obligated to
qualify as a foreign corporation in any jurisdiction in which it is not so
qualified. In each jurisdiction in which the Certificates have been so
qualified, the Depositor will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification in
effect for a period of not less than one year from the effective date of the
Registration Statement.
(g) If the transactions contemplated by this Agreement are
consummated, the Depositor will pay or cause to be paid all expenses incident to
the performance of the obligations of the Depositor under this Agreement.
(h) If, during the period after the Closing Date in which a
prospectus relating to the Certificates is required to be delivered under the
1933 Act, the Depositor receives notice that a stop order suspending the
effectiveness of the Registration Statement or preventing the offer and sale of
the Certificates is in effect, the Depositor will immediately advise the
Underwriters and the Trustee of the issuance of such stop order. The Depositor
will make every reasonable effort to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at the earliest
possible moment.
SECTION 5. Conditions of Underwriters' Obligations. The
Underwriters' obligation to purchase the Certificates shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for that purpose
shall be pending or, to the Depositor's knowledge, threatened by the Commission.
(b) On the Closing Date, counsel for the Underwriters shall
have been furnished with such other documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Certificates as herein contemplated and related proceedings, or
in order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Trust in connection with the issuance and sale of the
Certificates as herein contemplated shall be satisfactory in form and substance
to the Underwriters and counsel for the Underwriters.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters by notice to the Trust at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party.
SECTION 6. Indemnification.
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(a) The Depositor agrees to indemnify and hold harmless the
Underwriters and each person, if any, who controls either of the Underwriters,
within the meaning of Section 15 of the 1933 Act, as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including the
information deemed to be part of the Registration Statement pursuant to
Rule 430A(b) of the 1933 Act Regulations, if applicable, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Depositor; and
(iii) against any and all expense whatsoever, as
incurred (including the fees and disbursements of counsel chosen by the
Underwriters), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Depositor by
the Underwriters expressly for use in the Registration Statement (or any
amendment thereto) or Prospectus (or any amendment or supplement thereto). The
Depositor and the Underwriters hereby acknowledge that only the statements set
forth in the paragraph immediately preceding the final paragraph of page 2 of
the Base Prospectus, the first sentence of the final paragraph of page 2 of the
Base Prospectus, the final paragraph of the cover of the Prospectus Supplement
and under the caption "Underwriting" in the Prospectus Supplement constitute
statements made in reliance upon and in conformity with information furnished to
the Depositor in writing by the Underwriters expressly for use in the
Registration Statement or Prospectus.
(b) The Underwriters agree to indemnify and hold harmless the
Depositor, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who
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controls the Depositor within the meaning of Section 15 of the 1933 Act against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Depositor by the
Underwriters expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto). The
Depositor and the Underwriters hereby acknowledge that only the statements set
forth in the paragraph immediately preceding the final paragraph of page 2 of
the Prospectus, the first sentence of the final paragraph of page 2 of the
Prospectus, the final paragraph of the cover of the Prospectus Supplement and
under the caption "Underwriting" in the Prospectus Supplement constitute
statements made in reliance upon and in conformity with information furnished to
the Depositor in writing by the Underwriters expressly for use in the
Registration Statement or Prospectus.
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party may participate at its own expense in the
defense of any such action. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
SECTION 7. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in Section 6 hereof is for any reason held to be unenforceable by
the indemnified parties although applicable in accordance with its terms, the
Depositor and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement incurred by the Depositor and the Underwriters, as incurred,
in such proportion as is appropriate to reflect not only the relative benefits
received by the Depositor on the one hand and the Underwriters on the other from
the offering of the Certificates but also the relative fault of the Depositor on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted on such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of the
Depositor on the one hand and of the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact relates to information supplied by the
Depositor or by the Underwriters, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as such Underwriter, and each director of
the Depositor, each
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officer of the Depositor who signed the Registration Statement, and each person,
if any, who controls the Depositor within the meaning of Section 14 of the 1933
Act shall have the same rights to contribution as the Depositor.
SECTION 8. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers submitted pursuant
hereto, shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Trust, and shall survive delivery of the Certificates to
the Underwriters.
SECTION 9. Termination of Agreement.
(a) If the Trust Agreement is not executed by the Closing
Date, this Agreement shall terminate within 15 days after the Closing Date, and
such termination shall be without liability of any party to any other party.
(b) The Underwriters may terminate this Agreement, by notice
to the Trust and the Depositor, at any time at or prior to the Closing Date (i)
if there has been, since the date of this Agreement or since the date as of
which information is given in the Registration Statement, any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Trust and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any material adverse change in the financial markets
in the United States or elsewhere or any outbreak of hostilities or escalation
thereof or other calamity or crisis the effect of which is such as to make it,
in the judgment of the Underwriters, impracticable to market the Certificates or
to enforce contracts for the sale of the Certificates, or (iii) if trading
generally on either the American Stock Exchange or the New York Stock Exchange
has been suspended, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices for securities have been required, by either of said
Exchanges or by order of the Commission or any other governmental authority, or
if a banking moratorium has been declared by either Federal or New York
authorities.
(c) If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party.
SECTION 10. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to
PaineWebber shall be directed to PaineWebber Incorporated at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxx; notices to SSB
shall be directed to Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxxx; notices to the Trust shall be
directed to the Trustee at United States Trust Company of New York, 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxxx Xxxxxxx; and
notices to the Depositor shall be directed to Corporate Asset Backed
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Corporation, c/o PaineWebber Incorporated at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxx; or, as to any party, such
other address as may hereafter be furnished by such party to the other in
writing.
SECTION 11. Parties. This Agreement shall inure to the benefit
of and be binding upon the Underwriters, the Depositor and the Trust and their
respective successors. In addition, this Agreement shall inure to the benefit of
any third party named herein as a third party beneficiary and only to the extent
provided herein. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Trust and their respective successors and the controlling
persons and officers and directors referred to in Section 5 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Trust and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Certificates from the Underwriters shall be deemed
to be a successor by reason merely of such purchase.
SECTION 12. Governing Law; and Time. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in said State. Specified times
of day refer to New York City time.
[SIGNATURE PAGE FOLLOWS]
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If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Trust and the Depositor a
counterpart hereof, whereupon this Agreement, along with all counterparts, will
become a binding agreement between the Underwriters, the Trust and the Depositor
in accordance with its terms.
Very truly yours,
CABCO TRUST FOR X. X. PENNEY DEBENTURES
By: UNITED STATES TRUST COMPANY OF
NEW YORK, not in its individual capacity
but solely as Trustee
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
CORPORATE ASSET BACKED CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President, Chief Executive Officer and
Executive Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
PAINEWEBBER INCORPORATED
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
XXXXXXX XXXXX XXXXXX INC.
By: /s/ Xxx X. Xxxxxxxx
Name: Xxx X. Xxxxxxxx
Title: Managing Director
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SCHEDULE A
Underwriter Price Number of Certificates
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PaineWebber Incorporated $25,495,762.50 1,053,000
Xxxxxxx Xxxxx Barney Inc. $25,495,762.50 1,053,000
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Total $50,991,525 2,106,000
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