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Document Preview Call Option Agreement |
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Title: |
Call Option Agreement |
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Entities: |
Cabco Series 2004-101 Trust (Goldman Sachs Capital I); McGraw-Hill Companies Inc.; UBS Securities LLC; Goldman Sachs Group Inc. |
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Date: |
2004 |
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Size: |
Preview shows 9KB of 66KB total |
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Price: |
$45 |
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ID: |
#1776740 |
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CALL OPTION AGREEMENT
CALL OPTION AGREEMENT, dated as of May 20, 2004 (this "Agreement"),
among CORPORATE ASSET BACKED CORPORATION, a Delaware corporation (the
"Depositor"), as the sole initial Option Holder (as defined below), UBS
SECURITIES LLC ("UBS Securities"), as the initial purchaser from the Depositor,
and initial and sole holder at the time of execution of this Agreement, of the
Certificates (as defined below), and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as the agent appointed by UBS Securities to act on
behalf of UBS Securities and its successors under this Agreement and the Trust
Agreement (as defined below), with respect to the options granted by UBS
Securities to the Depositor under this Agreement. U.S. Bank Trust National
Association, acting for UBS Securities and any subsequent transferee of a
Certificate as agent with respect to such options as set forth in more detail
below, is referred to herein as the "Option Agent."
WITNESSETH:
WHEREAS, the Depositor has established the CABCO Series 2004-101 Trust
(Goldman Sachs Capital I) (the "Trust") as a common law trust under the laws of
the State of New York pursuant to the Trust Agreement, dated as of May 20, 2004
(the "Trust Agreement"), between the Depositor and U.S. Bank Trust National
Association, as Trustee and Option Agent;
WHEREAS, the Trust issued floating rate callable certificates (the
"Certificates") to the Depositor evidencing, in the aggregate, the beneficial
interests in all the assets of the Trust;
WHEREAS, the Depositor is selling all the Certificates issued by the
Trust to UBS Securities, as underwriter pursuant to the Underwriting Agreement,
dated May 13, 2004 (the "Underwriting Agreement"), between the Depositor and UBS
Securities, for resale to investors;
WHEREAS, as partial consideration for its purchase of each Certificate,
UBS Securities intends to grant to the Depositor an option to repurchase that
Certificate upon the terms and subject to the conditions set forth in this
Agreement;
WHEREAS, each option relating to a single Certificate is referred to
herein as a "Call Option," or the "related Call Option," as the context shall
require;
WHEREAS, ownership of the Call Options granted hereunder shall be
evidenced by one or more option certificates issued hereunder in definitive
physical form, each of which option certificate shall be substantially in the
form attached as Exhibit C, and each of which option certificates in definitive
physical form shall evidence the number of Call Options set forth on its face;
{PAGE}
WHEREAS, the Trust Agreement provides that each subsequent purchaser of
a Certificate agrees, by such purchase, to assume the obligation to perform the
related Call Option, and further agrees to appoint U.S. Bank Trust National
Association as its agent to act on its behalf with respect thereto under this
Agreement and the Trust Agreement;
WHEREAS, upon each such transfer of a Certificate (and the automatic
assumption of the obligations under the related Call Option by the transferee),
the transferor of the Certificate shall be released from its obligation to
perform the related Call Option, and the transferor's appointment of U.S. Bank
Trust National Association as its agent with respect thereto shall terminate;
and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
Definitions
Section 1.1. Definitions.
As used in this Agreement, unless the context otherwise requires, the
following terms have the following respective meanings:
"Affiliate" has the meaning specified in the Trust Agreement.
"Agreement" has the meaning specified in the preamble to this
Agreement.
"Business Day" has the meaning specified in the Trust
Agreement.
"Call Date" means, with respect to any Call Option, the date
on which settlement of that Call Option occurs pursuant to Section
2.2(d).
"Call Notice" has the meaning specified in Section 2.2(b).
"Call Option" has the meaning specified in the recitals to
this Agreement.
"Call Option Certificate" has the meaning specified in Section
2.1(a).
"Call Price" means, with respect to each Call Option, an
amount equal to the sum of (i) the outstanding certificate principal
balance on the Call Date of the Certificate subject to such Call
Option, plus (ii) any accrued and unpaid interest on such Certificate
through the Call Date.
"Certificate Principal Balance" has the meaning specified in
the Trust Agreement.
2
{PAGE}
"Certificate Register" has the meaning specified in the Trust
Agreement.
"Certificateholder" means each Person in whose name a
Certificate is registered on the Certificate Register.
"Certificates" has the meaning specified in the recitals to
this Agreement.
"Closing Date" has the meaning specified in the Trust
Agreement.
"Depositor" has the meaning specified in the preamble to this
Agreement.
"Depositor Order" has the meaning specified in the Trust
Agreement.
"Option Agent" means U.S. Bank Trust National Association, in
its capacity as option agent appointed under this Agreement, or any
successor in such capacity.
"Option Holder" means, initially, the Depositor, and
thereafter with respect to all the Call Options, the Person to whom all
the Call Options have been transferred to as provided herein.
"Person" means any individual, corporation, estate, limited
liability company, partnership, joint venture, association, joint stock
company, trust (including any trust beneficiary), unincorporated
organization or government or any agency or political subdivision
thereof.
"Protected Purchaser" has the meaning specified in the Uniform
Commercial Code as is in effect in the State of New York.
"Rating Agency" has the meaning specified in the Trust
Agreement.
"Responsible Officer" has the meaning specified in the Trust
Agreement.
"Securities Act" has the meaning specified in Section 2.4(a).
"SEC Reporting Failure" has the meaning specified in the Trust
Agreement.
"Transfer" means, with respect to any Call Option, the
assignment by the Option Holder of all rights and delegation by the
Option Holder of all obligations under such Call Option, and
"Transferee" and "Transferor" shall have correlative meanings.
"Transfer Confirmation" has the meaning specified in Section
2.4(c).
"Trust" has the meaning specified in the recitals to this
Agreement.
3
{PAGE}
"Trust Agreement" has the meaning specified in the recitals to
this Agreement.
"Trust Regulatory Event" has the meaning specified in the
Trust Agreement.
"Trust Swap Payment Default" has the meaning specified in the
Trust Agreement.
"Trustee" means the trustee from time to time under the Trust
Agreement.
"UBS Securities" has the meaning specified in the preamble to
this Agreement.
"Underlying Securities" means the $150,000,000 principal
amount of 6.345% Capital Securities issued by the Underlying Securities
Issuer, and fully and unconditionally guaranteed by the Underlying
Securities Guarantor, deposited in the Trust, exclusive of interest
accrued from and including February 20, 2004, to, but excluding, the
Closing Date (which interest has been retained by the Depositor),
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