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EXHIBIT 1.1
CABCO TRUST FOR BELLSOUTH DEBENTURES
1,800,000 Trust Certificates
UNDERWRITING AGREEMENT
May 5, 1999
PaineWebber Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
CABCO Trust for BellSouth 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. ("SSB"
and, together with PaineWebber, the "Underwriters"), pursuant to this agreement
(this "Agreement"), 1,800,000 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 $45,000,000 of 6 3/4% Debentures due 2033 issued by BellSouth
Telecommunications, Inc. exclusive of interest accrued thereon from and
including April 15, 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 May 5, 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 ▇▇▇▇▇'▇ 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, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 May 12, 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.
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SECTION 6. Indemnification.
(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.
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(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 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 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.
(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 ▇▇▇▇ ▇▇▇) shall be entitled to contribution from
any
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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 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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; notices to SSB shall be
directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇
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10013, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; notices to the Trust shall be directed to the
Trustee at United States Trust Company of New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and notices to the
Depositor shall be directed to Corporate Asset Backed Corporation, c/o
PaineWebber Incorporated at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; 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 BELLSOUTH DEBENTURES
By: UNITED STATES TRUST COMPANY OF
NEW YORK, not in its individual capacity
but solely as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
CORPORATE ASSET BACKED CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President, Chief Executive Officer and
Senior Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
PAINEWEBBER INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
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SCHEDULE A
Underwriter Price Number of Certificates
----------- ----- ----------------------
PaineWebber Incorporated $21,791,250 900,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. $21,791,250 900,000
----------- ---------
Total $43,582,500 1,800,000
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