Execution Copy
TRUST AGREEMENT
TRUST AGREEMENT made as of the first day of October, 2001, by and
between Credit And Asset Repackaging Vehicle Corporation, as depositor (the
"Depositor"), and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as trustee
(the "Trustee"), consisting of this agreement and Schedules I, II and III
attached hereto, which Schedules are made a part hereof and are hereinafter
referred to collectively as the "Terms Schedule". The terms of the Standard
Terms for Trust Agreements, dated September 5, 2001 (the "Standard Terms"),
agreed between the Depositor and the Trustee are, except to the extent otherwise
expressly specified herein, hereby incorporated by reference herein in their
entirety with the same force and effect as though set forth herein. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Standard Terms. The words "herein", "hereof", "hereunder", "this
Trust Agreement" and other words of similar import refer to this agreement
including the Terms Schedule and the Standard Terms so incorporated by
reference.
WHEREAS, the Depositor and the Trustee desire to establish the trust
identified in Schedule I attached hereto (the "Trust") for the primary purposes
of (i) holding the Securities, (ii) entering into the Swap Agreement with the
Swap Counterparty, and (iii) issuing the Certificates;
WHEREAS, the Depositor desires that the beneficial interests in the
Trust be divided into transferable fractional shares, such shares to be
represented by the Certificates;
WHEREAS, the Depositor desires to appoint the Trustee as trustee of the
Trust and the Trustee desires to accept such appointment;
WHEREAS, the Depositor desires to transfer to the Trust, without
recourse, and the Trust desires to acquire, all of the Depositor's right, title
and interest in, to and under the Securities and other property identified in
Schedule II to the Trust Agreement (the "Trust Property"); and
WHEREAS, the Trust desires to acquire the Trust Property specified
herein in consideration for issuing Certificates having an initial Principal
Balance (or Notional Amount, as applicable) identified in Schedule I attached
hereto, subject to the terms and conditions specified in the Trust Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto hereby agree
as follows:
1. The Depositor hereby appoints the Trustee as trustee of the Trust and
requests the Trustee to receive (i) the Securities and any related documents,
(ii) the Swap Agreement,
(iii) the Swap Guarantee and (iv) the documents specified in the Swap
Agreement (in Part 3 of the Schedule to the ISDA Master Agreement).
2. The Trustee hereby accepts the appointment referred to in Section 1 and
declares that it will hold the assets referred to in Section 1 and all other
assets comprising the Trust Property in trust, for the exclusive use and benefit
of all present and future Certificateholders and for the purposes and subject to
the terms and conditions set forth in the Trust Agreement.
3. The Trustee hereby agrees, as agent for and on behalf of the Depositor, to
prepare, deliver to the Depositor for signature, and file after receiving such
signature, each of the Exchange Act Reports referred to in Section 6.04(a)
(other than the current report or reports on Form 8-K to be filed in connection
with the execution and delivery of the Trust Agreement, the Swap Agreements, the
Swap Guarantee), within such time periods (and, if applicable, in such
circumstances) prescribed therefor by the Commission under the Exchange Act. In
this connection, the Depositor agrees to furnish the Trustee with such
information not otherwise available to the Trustee as may be required to
prepare, deliver or file any of the Exchange Act Reports in accordance with the
immediately preceding sentence.
4. It is intended that the Trust be classified as a grantor trust for U.S.
federal income tax purposes and the Trustee hereby agrees, and each
Certificateholder by acquiring one or more Certificates agrees, to take no
action or reporting position that is inconsistent with such classification.
Furthermore, the Trustee hereby agrees, and each initial Certificateholder by
acquiring one or more Certificates agrees, that, as of the Closing Date, the
Trustee shall make an election, as agent for and on behalf of such
Certificateholder, pursuant to U.S. Treasury Regulations Section 1.1275-6 to
integrate the Securities with the Swap Transactions for all U.S. federal income
tax purposes.
5. This Trust Agreement and each Certificate issued hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York.
The Federal and State courts in the Borough of Manhattan in The City of
New York shall have non-exclusive jurisdiction in respect of any Proceeding
arising out of or relating to this Trust Agreement or any Certificate.
6. This Trust Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute but one and the same instrument.
-2-
IN WITNESS WHEREOF, each of the Depositor and the Trustee has caused
this instrument to be executed by its duly authorized officer as of the date
first written above.
CREDIT AND ASSET REPACKAGING
VEHICLE CORPORATION, as Depositor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee on
behalf of the Trust identified in
Schedule I hereto, and not in its
individual capacity
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Attachments: Terms Schedule (consisting of Schedules I, II and III)
-3-
SCHEDULE I
(Terms of Trust and Certificates)
Trust: Public Credit and Repackaged
Securities[SM] (PCARS)[SM] Trust Series
2001-1
Date of Trust Agreement: October 1, 2001
Trustee: ▇▇▇▇▇ Fargo Bank Minnesota, National
Association
Notional Amount: $28,125,000
Issue Price: 100%
Par Value; $25
Minimum Denomination:
Closing Date: October 1, 2001
Business Day: Each day on which commercial banks are
open for business in The City of New York
Interest Rate: 7.15% per annum; provided that, if a Swap
Default with respect to which the Swap
Counterparty is the sole Defaulting Party
(as defined in the Swap Agreement) has
occurred and is continuing, the aggregate
amount of interest received by the Trust
on any Security Payment Date shall be
distributed to the Certificateholders,
pro rata based upon their respective
shares of the Principal Balance (the
resulting Interest Rate being referred to
herein as the "Default Interest Rate").
If any payment of interest payable
hereunder is deferred, interest will
accrue on such deferred payment at a rate
of 7.15% per annum, compounded monthly;
provided that, if a Swap Default with
respect to which the Swap Counterparty is
the sole Defaulting Party (as defined in
the Swap Agreement) has occurred and is
continuing, interest will accrue on such
deferred payment at the Default Interest
Rate, compounded semi-annually.
Payments of interest on the Certificates
will be calculated on the basis of a
360-day year consisting
I-1
of twelve 30-day months. No adjustment
will be made with respect to interest
payable on the Certificates for
Distribution Dates that occur on a date
other than the scheduled date therefor.
Calculation Agent: Swap Calculation Agent
Rating: "A2" by ▇▇▇▇▇'▇ and "A-" by S&P
Rating Agencies: ▇▇▇▇▇'▇ and S&P
Method of Distribution: Firm commitment underwriting
Distribution Dates: The first day of each month, commencing
on November 1, 2001, subject to deferral
if and for as long as interest payments
on the Securities are deferred in
accordance with the terms thereof;
provided that if a Swap Default with
respect to which the Swap Counterparty is
the sole Defaulting Party (as defined in
the Swap Agreement) has occurred and is
continuing, the Distribution Dates shall
be identical to the Security Payment
Dates (as specified in Schedule II).
If any payment with respect to the
Securities is not received by the Trustee
by 12 noon (New York City time) on a
Distribution Date, the corresponding
distribution on the Certificates will not
occur until the next Business Day that
the Trust is in receipt of such payment
by 12 noon (New York City time), with no
adjustment to the amount distributed.
Record Dates: With respect to any Distribution Date,
the 15th day of the month immediately
preceding such Distribution Date,
regardless of whether such day is a
Business Day and notwithstanding any
adjustment to the related Distribution
Date due to such Distribution Date
falling on a day other than a Business
Day.
Scheduled Final Distribution Date: December 1, 2045
Form of Certificate: Global, Registered
Alternative ERISA Restrictions: Do Not Apply
I-2
Deemed Representations: Apply
Trigger Amount: $25,000
Maximum Reimbursable Amount: $150,000
Exchangeable Series Terms: Not applicable
Depositor Optional Exchange: Not applicable
Retained Interest: Not applicable
Callable Series: No (but see "Redemption of Certificates"
below)
Redemption of Certificates: If there is a partial redemption of
Securities, a pro rata share of the
Principal Balance corresponding to the
pro rata share of the Securities being
redeemed shall be redeemed in accordance
with the following provisions; provided
that, if such pro rata share of the
Principal Balance would otherwise be a
number that is not evenly divisible by
$25, such pro rata share shall be rounded
down to the next number that is evenly
divisible by $25. Promptly after
receiving notice of such partial
redemption of Securities, the Trustee
shall randomly select Certificates to be
redeemed in full from the proceeds of
such partial redemption of Securities and
notify the holders of such Certificates
of such selection. Such Certificates
shall become redeemable without any
further action on the part of the Trustee
or the Certificateholders upon receipt by
the Trustee of the proceeds from the
related partial redemption of the
Securities. Such proceeds shall be
distributed to the holders of the
Certificates so selected, pro rata based
upon their respective shares of the
aggregate principal amount of
Certificates being redeemed, promptly
upon such redemption, after payment of
any amounts owing to the Swap
Counterparty under the Monthly Payment
Swap Agreement or the Par Value Swap
Agreement (as defined in Schedule III).
Issuance of Additional Certificates: Not applicable
Listing: The Depositor has applied to list the
Certificates on the New York Stock
Exchange.
I-3
Other Provisions: The Trust Wind-Up Event specified in
clause (e) of Section 9.01 of the
Standard Terms shall not apply.
I-4
SCHEDULE II
(Terms of Trust Property)
Concentrated Securities: Allstate Financing II 7.83% Capital
Securities, representing beneficial
interests in Allstate Financing II, a
statutory business trust formed under the
laws of the State of Delaware for the
purpose of, among other things, investing
in 7.83% Junior Subordinated Deferrable
Interest Debentures, Series B (the
"Junior Subordinated Debentures") issued
by the Security Guarantor
Other Securities: None
Security Issuer: Allstate Financing II
Security Guarantor: The Security Issuer's obligations under
the Securities are fully and
unconditionally guaranteed, on a
subordinated basis, by The Allstate
Corporation.
Principal Amount: $26,000,000
Security Rate: 7.83%
Current Credit Ratings: "A2" by Moody's and "A-" by S&P
Listing: None
Security Issuance Agreement: Amended and Restated Declaration of
Trust, dated as of November 27, 1996,
among the Security Guarantor, as
Depositor, State Street Bank and Trust
Company, as Property Trustee, Delaware
Trust Capital Management, Inc., as
Delaware trustee, and the Regular
Trustees named therein.
Form of Security: One or more registered global
certificates
Currency of Denomination: U.S. Dollars
Acquisition Price by Trust: Certificates having an initial Principal
Balance of $28,125,000.
II-1
Security Payment Dates: Each June 1 and December 1
In the event of any election by the
Security Guarantor to defer payment of
interest on the Junior Subordinated
Debentures, the Security Issuer will
defer payment of interest on the
Securities for a period not exceeding 10
consecutive semi-annual periods, with
respect to each deferral period, except
that no such deferral period may extend
beyond the Maturity Date (as defined
below).
Original Issue Date: On or about November 27, 1996
Maturity Date: December 1, 2045
Sinking Fund Terms: Not applicable
Redemption Terms: On December 1, 2045, the stated maturity
date of the Junior Subordinated
Debentures. In addition: (i) at any time
in whole but not in part,
contemporaneously with the prepayment of
the Junior Subordinated Debentures, upon
the occurrence of certain events
specified in the Security Issuance
Agreement; and (ii) in whole at any time
or in part from time to time on or after
December 1, 2006 subject to payment of
the applicable redemption price by the
Security Guarantor.
CUSIP No./ISIN No.: CUSIP ▇▇. ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Security Trustee: State Street Bank and Trust Company, as
Property Trustee, Delaware Trust Capital
Management, Inc., as Delaware Trustee,
and the Regular Trustees named in the
Security Issuance Agreement.
Available Information Regarding the The Security Guarantor is subject to the
Security Issuer: informational requirements of the
Exchange Act, and in accordance therewith
files, reports and other information with
the Securities and Exchange Commission
(the "Commission"). Such reports and
other information can be inspected and
copied at the public reference facilities
maintained by the Commission at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ and
at the Regional Office of the Commission,
at Northwest Atrium Center, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Copies of such materials
can be obtained from the Public Reference
Section of the Commission at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ at
prescribed rates. The Security Issuer is
exempt from the informational
requirements of the Exchange Act.
Cut-Off Date: Not applicable
Credit Support: None
Credit Support Default: Not applicable
Other Trust Property: None
II-3
SCHEDULE III
(Swap Agreements)
Swap Agreements: A confirmation in the form of Exhibit A
hereto, evidencing an obligation of the
Swap Counterparty to pay a certain amount
to the Trust in the case of a Trust
Wind-Up Event or a redemption of the
Securities (the "Par Value Swap
Agreement") and a confirmation in the
form of Exhibit B hereto, evidencing an
interest rate swap the effect of which is
to convert the semi-annual interest
payments on the Securities into monthly
interest payments on the Certificates
(the "Monthly Payment Swap Agreement"),
as well as (i) any amendments to, or
restatements of, such agreements and (ii)
any additional swap agreements entered
into in connection with any additional
issuance of Certificates.
Swap Counterparty: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.P.
Swap Guarantee: The ▇▇▇▇▇▇▇ Sachs Group, Inc. will
guarantee the obligations of the Swap
Counterparty under the Par Value Swap
Agreement and the Monthly Payment Swap
Agreement under a guarantee dated the
date hereof.
III-1
Exhibit A to Schedule III
Execution Copy
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL MARKETS, L.P. | ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
| TEL: ▇▇▇-▇▇▇-▇▇▇▇
-------------------
CONFIRMATION
DATE: October 1, 2001
TO: Public Credit and Repackaged Securities[SM] (PCARS)[SM] Trust
Series 2001-1
FROM: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.P.
SUBJECT: Par Value Swap Transaction
REF. NO.: NUUS109Io0 (860000000)
The purpose of this communication is to set forth the terms and conditions of
the above referenced transaction entered into on the Trade Date specified below
(the "Transaction") between ▇▇▇▇▇▇▇ Sachs Capital Markets, L.P. ("Party A"),
guaranteed by The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., and Public Credit and Repackaged
Securities[SM] (PCARS)[SM] Trust Series 2001-1 ("Party B" and, together with
Party A, the "Parties"). Party B was formed pursuant to a Trust Agreement, dated
as of the date hereof (the "Trust Agreement"), between Credit and Repackaging
Vehicle Corporation, as depositor, and ▇▇▇▇▇ Fargo Bank Minnesota, National
Association, as trustee. This communication constitutes a "Confirmation" as
referred to in the Swap Agreement specified below.
1. This Confirmation is subject to, and incorporates, the 2000 ISDA Definitions
(the "Definitions"), published by the International Swaps and Derivatives
Association, Inc. This Confirmation supplements, forms a part of and is subject
to the ISDA Master Agreement dated as of the date hereof, as amended and
supplemented from time to time (the "Swap Agreement") between Party A and Party
B. All provisions contained in, or incorporated by reference into, the Swap
Agreement shall govern this Confirmation except as expressly modified below. In
the event of any inconsistency between this Confirmation, the Definitions or the
Swap Agreement, as the case may be, this Confirmation will control for purposes
of the Transactions to which this Confirmation relates.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Fixed Amount Payer A: Party A
Fixed Amount Payer B: Party B
Trade Date: September 21, 2001
Effective Date: October 1, 2001
Termination Date: December 1, 2045
Termination of Related Transaction: This Confirmation should be read in
conjunction with the Confirmation dated
the date hereof between Party A and Party
B with GSCM Reference No. NUUS109IJ0
(860000000) (the "Related Confirmation").
Upon the occurrence of a Termination
Event with respect to the Transaction
evidenced by the Related Confirmation,
this Transaction shall automatically
become an Affected Transaction.
Notional Amount: USD 2,125,000, as reduced from time to
time by the aggregate amount of any
Redemption Notional Amounts.
Business Days: New York City
Calculation Agent: Party A
Party B Fixed Amount:
Party B Fixed Amount: USD 562,500
Party B Payment Date: Effective Date
Party A Fixed Amounts:
Party A Fixed Amounts: Subject to the following two paragraphs,
the Party A Fixed Amount payable on any
Early Termination Date shall equal the
Notional Amount, multiplied by a factor
(i) the numerator of which is equal to
the amount of the proceeds from the sale
of the Securities then held by Party B,
pursuant to Section 9.03 of the Trust
Agreement (if any), and (ii) the
denominator of which is equal to the
aggregate principal amount of the
Securities then held by Party B; provided
that under no circumstances shall such
factor be greater than one.
The Party A Fixed Amount payable on the
date of any Securities Redemption related
to a "tax event" or "investment company
event" under the Securities shall equal
the Notional Amount.
The Party A Fixed Amount payable on the
date of any Securities Redemption
unrelated to a "tax event" or "investment
company event" under the Securities shall
equal the Redemption Notional Amount
minus the difference of (i) the amount
paid by the issuer of the Securities to
the Trust in connection with such
Securities Redemption (net of any accrued
interest on the Securities being
redeemed) and (ii) the aggregate
principal amount of the Securities then
held by Party B that is subject to such
Securities Redemption.
Party A Payment Dates: Any Early Termination Date, and the date
or dates of any Securities Redemption
that does not result in an Early
Termination Date.
Additional Amounts: On any Party A Payment Date other than
the date of any Securities Redemption
unrelated to a "tax event" or "investment
company event" under the Securities, in
consideration of the obligations of Party
A hereunder, an amount (if positive)
equal to (i) any amounts received by
2
Party B as proceeds from the related sale
or redemption (as applicable) of
Securities then held by Party B, minus
(ii) the aggregate principal amount of
the Securities being sold or redeemed (as
applicable), minus (iii), in the case of
a Securities Redemption, the amount of
accrued interest, if any, on the
Securities being redeemed, shall be paid
by Party B to Party A.
Payments on Early Termination: Except as specified under "Party B Fixed
Amount", "Party A Fixed Amounts" and
"Additional Amounts" above, no payment
shall be payable in respect of this
Transaction by either Party in connection
with the occurrence of an Early
Termination Date.
Additional Definitions: "Securities" means the securities held by
Party B as trust property pursuant to the
Trust Agreement.
"Securities Redemption" means any
redemption of the Securities in whole or
in part by the issuer thereof, including
the scheduled redemption on the
Termination Date.
"Redemption Notional Amount" means (i) in
the event of a Securities Redemption with
respect to all of the Securities then
held by Party B, the Notional Amount and
(ii) in the event of a Securities
Redemption with respect to less than all
of the Securities then held by Party B,
an amount equal to the (A) the Notional
Amount (without giving effect to any
reductions after the date hereof),
multiplied by (B) the aggregate principal
amount of Securities then held by Party B
that is subject to such Securities
Redemption, divided by (C) USD
26,000,000.
3. Account Details:
Payments to Party A:
For the Account of: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.P.
Name of Bank: Citibank, N.A. New York
Account No: 40670834
ABA No: 021000089
Inquiries Swap Operations
▇▇▇▇▇▇▇ Sachs Capital Markets, L.P.
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Payments to Party B: In accordance with Party B's written
instructions as set forth below or
otherwise delivered to Party A. Party A
shall make no payments without having
received (i) such written instructions
and (ii) a fully executed facsimile copy
of this Confirmation or other written
3
acceptance of the terms hereof.
For the Account of: Corporate Trust Services
Name of Bank: ▇▇▇▇▇ Fargo Bank, Minneapolis, MN
Account No: ▇▇▇▇▇▇▇▇▇▇
ABA No.: 091000019
Attention: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Ref.: PCARS Allstate Fin II Cert 2001-1
(SEI#11619300)
4. Offices:
(i) The Office of Party A for this Transaction is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇.
(ii) The Office of Party B for this Transaction is ▇▇▇▇▇ Fargo Bank
Minnesota, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
4
5. Party B hereby agrees (i) to check this Confirmation (Reference No.
NUUS109IJ0 (860000000) carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (ii) to confirm that
the foregoing correctly sets forth the terms of the agreement between Party A
and Party B with respect to the particular Transaction to which this
Confirmation relates, by manually signing this Confirmation and providing the
other information requested herein and immediately returning an executed copy to
Swap Administration, facsimile No. ▇▇▇-▇▇▇-▇▇▇▇.
Very truly yours,
▇▇▇▇▇▇▇ SACHS CAPITAL MARKETS, L.P.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.L.C.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Agreed and Accepted By:
PUBLIC CREDIT AND REPACKAGED SECURITIES[SM] (PCARS)[SM]
TRUST SERIES 2001-1
By: ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
5
Exhibit B to Schedule III
Execution Copy
▇▇▇▇▇▇▇ SACHS CAPITAL MARKETS, L.P. | ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
| TEL: ▇▇▇-▇▇▇-▇▇▇▇
--------------------
[GRAPHIC OMITTED]
CONFIRMATION
DATE: October 1, 2001
TO: Public Credit and Repackaged Securities[SM] (PCARS)[SM] Trust Series
2001-1
FROM: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.P.
SUBJECT: Monthly Payment Swap Transaction
REF. NO.: NUUS109IJ0 (860000000)
The purpose of this communication is to set forth the terms and conditions of
the above referenced transaction entered into on the Trade Date specified below
(the "Transaction") between ▇▇▇▇▇▇▇ Sachs Capital Markets, L.P. ("Party A"),
guaranteed by The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., and Public Credit and Repackaged
Securities[SM] (PCARS)[SM] Trust Series 2001-1 ("Party B" and, together with
Party A, the "Parties"). Party B was formed pursuant to a Trust Agreement, dated
as of the date hereof (the "Trust Agreement"), between Credit and Repackaging
Vehicle Corporation, as depositor, and ▇▇▇▇▇ Fargo Bank Minnesota, National
Association, as trustee (the "Trustee"). This communication constitutes a
"Confirmation" as referred to in the Swap Agreement specified below.
1. This Confirmation is subject to, and incorporates, the 2000 ISDA Definitions
(the "Definitions"), published by the International Swaps and Derivatives
Association, Inc. This Confirmation supplements, forms a part of and is subject
to the ISDA Master Agreement dated as of the date hereof, as amended and
supplemented from time to time (the "Swap Agreement") between Party A and Party
B. All provisions contained in, or incorporated by reference into, the Swap
Agreement shall govern this Confirmation except as expressly modified below. In
the event of any inconsistency between this Confirmation, the Definitions or the
Swap Agreement, as the case may be, this Confirmation will control for purposes
of the Transactions to which this Confirmation relates.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Fixed Rate Payer A: Party A
Fixed Rate Payer B: Party B
Trade Date: September 21, 2001
Effective Date: October 1, 2001
Termination Date: December 1, 2045
Termination of Related Transaction: This Confirmation should be read in
conjunction with the Confirmation dated
the date hereof between Party A and Party
B with GSCM Reference No. NUUS109Io0
(860000000) (the "Related Confirmation").
Upon the occurrence of a Termination
Event with respect to the Transaction
evidenced by the Related Confirmation,
this Transaction shall automatically
become an Affected Transaction.
Party A Notional Amount: USD 28,125,000, as reduced from time to
time by the aggregate amount of any Party
A Redemption Notional Amounts; provided
that the Party A Notional Amount for
purposes of determining the Party A Fixed
Amount with respect to any Calculation
Period during which one or more partial
Securities Redemptions have occurred
shall be the Party A Notional Amount on
the last day of such Calculation Period,
after giving effect to any reductions as
a result of such Securities Redemption.
Party B Notional Amount: USD 26,000,000, as reduced from time to
time by the aggregate amount of any Party
B Redemption Notional Amounts; provided
that the Party B Notional Amount for
purposes of determining the Party B Fixed
Amount with respect to any Calculation
Period during which one or more partial
Securities Redemptions have occurred
shall be the Party B Notional Amount on
the last day of such Calculation Period,
after giving effect to any reductions as
a result of such Securities Redemption.
Business Days: New York City
Calculation Agent: Party A
Fixed Rate Day Count Fraction: 30/360
Party B Fixed Amounts:
Calculation Period for the first The Calculation Period with respect to
Party B Payment Date: the first Party B Payment Date shall
commence on, and include, June 1, 2001.
Party B Fixed Rate: 7.83%
Party B Payment Dates: Subject to the following two paragraphs,
each June 1 and December 1, subject to
adjustment in accordance with the
Following Business Day Convention.
If any payment of interest on the
Securities is not received in full by the
Trustee by 12 noon (New York City time)
on any day that would otherwise be a
Party B Payment Date, such Party B
Payment Date shall not occur until the
next Business Day that the Trustee
receives such payment by 12 noon (New
York City time), with no adjustment to
the Party B Fixed Amount payable in
respect of such Party B Payment Date.
No Party B Payment Date shall occur
during any Securities Deferral Period;
provided that the aggregate amount of all
Party B Fixed Amounts that would
otherwise have become due during such
Securities Deferral Period shall become
due on the first Party B Payment Date
after the termination of such Securities
Deferral Period, with interest on each
such Party B Fixed Amount at the Party B
Fixed Rate from and including the Party B
Payment Date on which such amount would
otherwise have become due to but
excluding the Party B Payment Date on
which such amount is actually paid,
compounded semi-annually.
Party B Period End Dates: No Adjustment.
Party A Fixed Amounts:
Party A Fixed Rate: 7.15%
Party A Payment Dates: Subject to the following two paragraphs,
the first day of each month, commencing
on November 1, 2001, subject to
adjustment in accordance with the
Following Business Day Convention.
If any payment of interest on the
Securities is not received in full by the
Trustee by 12 noon (New York City time)
on any day that would otherwise be a
Party A Payment Date, such Party A
Payment Date shall not occur until the
next Business Day that the Trustee
receives such payment by 12 noon (New
York City time), with no adjustment to
the Party A Fixed Amount payable in
respect of such Party A Payment Date.
No Party A Payment Date shall occur
during any Securities Deferral Period;
provided that the aggregate amount of all
Party A Fixed Amounts that would
otherwise have become due during such
Securities Deferral Period shall become
due on the first Party A Payment Date
after the termination of such Securities
Deferral Period, with interest on each
such Party A Fixed Amount at the Party A
Fixed Rate from and including the Party A
Payment Date on which such amount would
otherwise have become due to but
excluding the Party A Payment Date on
which such amount is actually paid,
compounded monthly.
Party A Period End Dates: No Adjustment.
Alternative Settlement:
Alternative Payment Dates: Upon the occurrence of a Securities
Redemption, Alternative Payment Dates
with respect to the Alternative Fixed
Amounts specified below shall occur with
respect to both Parties, whether or not
the date of such occurrence is otherwise
a Payment Date with respect to either
Party.
Alternative Period End Dates: No Adjustment.
Alternative Fixed Amounts: On any Alternative Payment Date, the
Party A Fixed Amount and Party B Fixed
Amount shall be calculated by replacing
the Party A Notional Amount or Party B
Notional Amount (as applicable) with the
relevant Party A Redemption Notional
Amount or Party B Redemption Notional
Amount (as applicable). If any
Alternative Payment Date falls on a Party
A Payment Date, (i) the Alternative Fixed
Amounts payable with respect to the Party
A Redemption Notional Amount or the Party
B Redemption Notional Amount (as
applicable) shall be calculated in the
manner specified in the immediately
preceding sentence and (ii) the
Alternative Fixed Amounts payable with
respect to the Party A Notional Amount or
Party B Notional Amount (as applicable)
as reduced by such Party A Redemption
Notional Amount or Party B Redemption
Notional Amount (as applicable) shall be
determined in the manner otherwise
provided in this Confirmation.
Payments on Early Termination: Unless an Early Termination Date occurs
on any Party B Payment Date (in which
case the applicable Party B Fixed Amount
shall be paid as specified above), the
only amount payable in respect of this
Transaction in connection with the
occurrence of an Early Termination Date
shall be the aggregate amount of interest
at the Party B Fixed Rate accrued on the
Party B Notional Amount from and
including the most recent Party A Payment
Date to but excluding the Early
Termination Date, which amount shall be
paid by Party B to Party A.
Additional Definitions: "Securities" means the securities held by
Party B as trust property pursuant to the
Trust Agreement.
"Securities Deferral Period" means any
period during which interest payments on
the
Securities are deferred in accordance
with the terms thereof.
"Securities Redemption" means any
redemption of the Securities in whole or
in part by the issuer thereof.
"Party B Redemption Notional Amount"
means, with respect to any Securities
Redemption, the pro rata share of the
Party B Notional Amount corresponding to
the pro rata share of the aggregate
principal amount of the Securities held
by Party B immediately prior to such
Securities Redemption that is subject to
such Securities Redemption.
"Party A Redemption Notional Amount"
means, with respect to any Securities
Redemption, the pro rata share of the
Party A Notional Amount that corresponds
to the pro rata share of the Party B
Notional Amount that constitutes the
Party B Redemption Notional Amount with
respect to such Securities Redemption.
3. Account Details:
Payments to Party A:
For the Account of: ▇▇▇▇▇▇▇ Sachs Capital Markets, L.P.
Name of Bank: Citibank, N.A. New York
Account No: 40670834
ABA No: 021000089
Inquiries: Swap Operations
▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.P.
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Payments to Party B: In accordance with Party B's written
instructions as set forth below or
otherwise delivered to Party A. Party A
shall make no payments without having
received (i) such written instructions
and (ii) a fully executed facsimile copy
of this Confirmation or other written
acceptance of the terms hereof.
For the Account of: Corporate Trust Services
Name of Bank: ▇▇▇▇▇ Fargo Bank, Minneapolis, MN
Account No: ▇▇▇▇▇▇▇▇▇▇
ABA No.: 091000019
Attention: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Ref.: PCARS Allstate Fin II Cert 2001-1
(SEI#11619300)
4. Offices:
(i) The Office of Party A for this Transaction is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇.
(ii) The Office of Party B for this Transaction is ▇▇▇▇▇ Fargo Bank
Minnesota, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
5. Party B hereby agrees (i) to check this Confirmation (Reference No.
NUUS109Io0 (860000000) carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (ii) to confirm that
the foregoing correctly sets forth the terms of the agreement between Party A
and Party B with respect to the particular Transaction to which this
Confirmation relates, by manually signing this Confirmation and providing the
other information requested herein and immediately returning an executed copy to
Swap Administration, facsimile No. ▇▇▇-▇▇▇-▇▇▇▇.
Very truly yours,
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL MARKETS, L.P.
By: ▇▇▇▇▇▇▇ Sachs Capital Markets, L.L.C.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Agreed and Accepted By:
PUBLIC CREDIT AND REPACKAGED SECURITIES[SM] (PCARS)[SM]
TRUST SERIES 2001-1
By: ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
