EXHIBIT 4.5
Income Distribution Agreement
CONFIRMATION
From:
Claymore MACROshares Oil Up Holding Trust
To: Claymore
MACROshares Oil Down Holding Trust
Date:
November 24, 2006
Re: Income
Distribution Agreement
_______________________________________________________________________________
Ladies and Gentlemen:
This letter agreement (this "Confirmation") is intended to confirm
the
terms and conditions of the transaction (the "Transaction") entered
into
between us on the Trade Date set forth below.
1. The definitions and provisions contained in the 2000 ISDA
Definitions (the
"Definitions"), as published by the International Swaps and
Derivatives
Association, Inc., are incorporated into this Confirmation. Any
capitalized
terms used but not defined herein or in the Definitions shall have
the meanings
set forth in the Down-MACRO Holding Trust Agreement (the
"Down-MACRO Holding
Trust Agreement") or the Up-MACRO Holding Trust Agreement (the
"Up-MACRO
Holding Trust Agreement"), each dated as of November 24, 2006,
among MACRO
Securities Depositor, LLC, Investors Bank & Trust Company, as
Trustee, Claymore
Securities, Inc., as Administrative Agent and a Marketing Agent,
and MACRO
Financial, LLC, as a Marketing Agent. In the event of any
inconsistency between
any such definitions and provisions and this Confirmation, this
Confirmation
will govern.
This Confirmation supplements, forms a part of, and is subject to,
the
ISDA Master Agreement (Multicurrency-Cross Border) dated as of
November 24,
2006, as amended and supplemented from time to time (the
"Agreement"), between
the Claymore MACROshares Oil Up Holding Trust (the "Up- MACRO
Holding Trust")
and the Claymore MACROshares Oil Down Holding Trust (the "Down-
MACRO Holding
Trust"). All provisions contained in the Agreement shall govern
this
Confirmation except as expressly modified below. In the event of
any
inconsistency between the provisions of the Agreement and this
Confirmation,
this Confirmation will prevail for the purposes of this
Transaction.
2. The terms of the particular Transaction to which this
Confirmation relates
are as follows:
Trade Date:
November 29, 2006
Effective Date:
November 29, 2006
Termination
Date: The earlier of (i) the
Distribution Payment Date occurring
in January of 2027, which follows
the Final Scheduled Termination
Date, and (ii) an Early Termination
Date (as used herein having the
meaning set forth in the Up-MACRO
Holding Trust Agreement and the
Down-MACRO Holding Trust Agreement).
Distribution Dates:
The second Business Day preceding
each Record Date.
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Distribution Payment Dates:
The third Business Day
