Trust Agreement between Credit And Asset Repackaging Vehicle Corporation and Wells Fargo Bank Minnesota, N.A. (PCARS Trust Series 2001-1)

Summary

This agreement establishes a trust between Credit And Asset Repackaging Vehicle Corporation (the Depositor) and Wells Fargo Bank Minnesota, National Association (the Trustee). The trust is created to hold certain securities, enter into a swap agreement, and issue certificates representing fractional interests in the trust. The Trustee manages the trust assets for the benefit of certificateholders and handles required regulatory filings. The agreement specifies the trust's structure, obligations, and tax treatment, and is governed by New York law. Key terms include a notional amount of $28,125,000 and an interest rate of 7.15% per annum.

EX-4.1 4 sc151795.txt EXH. 4.1: TRUST AGREEMENT 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 Wells 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/ Arthur M. Rubin ------------------------------- Name: Arthur M. Rubin Title: Treasurer WELLS 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/ Frank McDonald ------------------------------- Name: Frank McDonald 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: Wells 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 Moody's and "A-" by S&P Rating Agencies: Moody's 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 No. 020014AA4/ISIN No. US020014AA42 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 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Office of the Commission, at Northwest Atrium Center, 500 West Madison Street, Chicago, II-2 Illinois 60661. Copies of such materials can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 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: Goldman Sachs Capital Markets, L.P. Swap Guarantee: The Goldman 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 GOLDMAN SACHS CAPITAL MARKETS, L.P. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 -------------------------------------------------------------------------------- | TEL: 212 ###-###-#### ------------------- CONFIRMATION DATE: October 1, 2001 TO: Public Credit and Repackaged Securities[SM] (PCARS)[SM] Trust Series 2001-1 FROM: Goldman Sachs 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 Goldman Sachs Capital Markets, L.P. ("Party A"), guaranteed by The Goldman Sachs 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 Wells 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: Goldman Sachs Capital Markets, L.P. Name of Bank: Citibank, N.A. New York Account No: 40670834 ABA No: 021000089 Inquiries Swap Operations Goldman Sachs Capital Markets, L.P. Telephone No.: 212 ###-###-#### Facsimile No.: 212 ###-###-#### 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: Wells Fargo Bank, Minneapolis, MN Account No: 0001038377 ABA No.: 091000019 Attention: Joseph O'Donnell Ref.: PCARS Allstate Fin II Cert 2001-1 (SEI#11619300) 4. Offices: (i) The Office of Party A for this Transaction is 85 Broad Street, New York, New York, 10004. (ii) The Office of Party B for this Transaction is Wells Fargo Bank Minnesota, N.A., 213 Court Street, Suite 902, Middletown, CT 06457. 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. 212 ###-###-####. Very truly yours, GOLDMAN SACHS CAPITAL MARKETS, L.P. By: Goldman Sachs Capital Markets, L.L.C. General Partner By: /s/ Daniel A. Ruperto ---------------------------------------- Name: Daniel A. Ruperto Title: Vice President Agreed and Accepted By: PUBLIC CREDIT AND REPACKAGED SECURITIES[SM] (PCARS)[SM] TRUST SERIES 2001-1 By: Wells Fargo Bank Minnesota, National Association, as Trustee By: /s/ Frank McDonald --------------------------------------- Name: Frank McDonald Title: Vice President 5 Exhibit B to Schedule III Execution Copy GOLDMAN SACHS CAPITAL MARKETS, L.P. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 -------------------------------------------------------------------------------- | TEL: 212 ###-###-#### -------------------- [GRAPHIC OMITTED] CONFIRMATION DATE: October 1, 2001 TO: Public Credit and Repackaged Securities[SM] (PCARS)[SM] Trust Series 2001-1 FROM: Goldman Sachs 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 Goldman Sachs Capital Markets, L.P. ("Party A"), guaranteed by The Goldman Sachs 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 Wells 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: Goldman Sachs Capital Markets, L.P. Name of Bank: Citibank, N.A. New York Account No: 40670834 ABA No: 021000089 Inquiries: Swap Operations Goldman Sachs Capital Markets, L.P. Telephone No.: 212 ###-###-#### Facsimile No.: 212 ###-###-#### 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: Wells Fargo Bank, Minneapolis, MN Account No: 0001038377 ABA No.: 091000019 Attention: Joseph O'Donnell Ref.: PCARS Allstate Fin II Cert 2001-1 (SEI#11619300) 4. Offices: (i) The Office of Party A for this Transaction is 85 Broad Street, New York, New York, 10004. (ii) The Office of Party B for this Transaction is Wells Fargo Bank Minnesota, N.A., 213 Court Street, Suite 902, Middletown, CT 06457. 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. 212 ###-###-####. Very truly yours, GOLDMAN SACHS CAPITAL MARKETS, L.P. By: Goldman Sachs Capital Markets, L.L.C. General Partner By: /s/ Daniel A. Ruperto --------------------------------------- Name: Daniel A. Ruperto Title: Vice President Agreed and Accepted By: PUBLIC CREDIT AND REPACKAGED SECURITIES[SM] (PCARS)[SM] TRUST SERIES 2001-1 By: Wells Fargo Bank Minnesota, National Association, as Trustee By: /s/ Frank McDonald --------------------------------------------- Name: Frank McDonald Title: Vice President