Exhibit 4.2
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MARKET AGENT AGREEMENT
This Market Agent Agreement, dated as of [ ], 2003 (the "Agreement")
is entered into by and among, [Banc of America Securities LLC ("BAS")], (the
"Market Agent"), [the trustee] (the "Trustee") and Bond Products Depositor LLC
(the "Depositor") in accordance with the Trust Agreement (as defined below).
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Trust Agreement. This Agreement shall constitute the "Market
Agent Agreement" as defined in the Trust Agreement.
WITNESSETH:
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WHEREAS, concurrently with the execution of this Agreement, the
Depositor and the Trustee will enter into a trust agreement, dated as of [ ],
2003 (the "Standard Terms"), between the Depositor and the Trustee, as
supplemented and amended by the Series 2003-[ ] Series Supplement, dated as of
[ ], 2003 (the "Series Supplement" and together with the Standard Terms, the
"Trust Agreement");
WHEREAS, pursuant to the Trust Agreement, the Depositor will acquire
certain Deposited Assets and will deposit such assets into a trust created
[pursuant to the Trust Agreement][by the Depositor] for the benefit of certain
certificateholders;
WHEREAS, the Trustee desires to retain BAS to render certain services
to the Trustee with respect to the Deposited Assets in the manner and on the
terms as set forth herein and in the Trust Agreement; and
WHEREAS, BAS is a recognized broker-dealer which satisfies the
qualifications for a Market Agent set forth in the Trust Agreement and desires
to provide the services to the Trustee as described hereinafter and in the
Trust Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, BAS, the Depositor and the Trustee hereby agree as
follows:
Section 1. Duties and Rights of the Market Agent. The Depositor
hereby employs BAS to act as the Market Agent for the Trustee and to furnish
to the Trustee all of the services of the Market Agent set forth herein and in
the Trust Agreement, including, but not limited to, acting on behalf of the
Trustee in connection with the following as provided in the Trust Agreement
(references herein are to sections of the Standard Terms):
(i) upon (A) the occurrence of a default with respect
to a Deposited Asset as described in Section 3.07 of the
Standard Terms, or (B) the failure of an Underlying Securities
Issuer of an Underlying Security (the outstanding principal
balance of which equals or exceeds ten percent (10%) of the
aggregate principal balance of the Underlying Securities) to
file periodic reports as described in Section 3.12 of the
Standard Terms, or (C) receipt by the trust of a security from
an Underlying Securities Issuer submitted to the trust in
exchange for an existing Underlying Security, the Trustee may
direct the Market Agent to sell such Deposited Asset in
accordance with the Bidding Procedures set forth in Section 3.13
of the Standard Terms and to deposit the Liquidation Proceeds
thereof into the Certificate Account pursuant to Sections
3.03(a) and 3.04 of the Standard Terms, and
(ii) In addition to the foregoing, to the extent
specified in the applicable Series Supplement, upon the
occurrence of certain specified events, the Trustee may direct
the Market Agent to sell the Underlying Securities in compliance
with the Bidding Procedures and to deposit the Liquidation
Proceeds thereof into the Certificate Account pursuant to
Sections 3.03(a) and 3.04 of the Standard Terms.
BAS hereby accepts such engagement and agrees during the term of the
Certificates to render such services and to assume the obligations of the
Market Agent as described herein and in the Trust Agreement.
Section 2. Compensation of BAS. In consideration for the above
described services, BAS shall be entitled to receive a fee which shall be
separately agreed between the Trustee and BAS. It shall be the sole
responsibility of the Trustee to pay such fee and neither the Trust, nor the
Depositor, shall have any obligation to compensate BAS for the services it
renders pursuant to the terms of the Market Agent Agreement.
Section 3. Limitation of Liability of the Market Agent. The Market
Agent shall not be liable in contract, tort or otherwise to the Trust or the
Depositor for any losses, costs or damages arising out of its performance of
its obligations and duties hereunder except for willful misconduct, bad faith
or gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder.
Section 4. Term of this Agreement. This Agreement, which shall be a
binding agreement as of the date hereof, shall terminate upon the earlier to
occur of (a) the termination of the Trust Agreement, (b) the removal of the
Market Agent by the Trustee in accordance with Section 8.01 of the Standard
Terms or (c) 60 days after the receipt by the Trustee of written notice from
BAS of its resignation as Market Agent.
Section 5. Amendments. No amendment or waiver of any provision of
this Agreement nor consent to any departure herefrom by any party hereto shall
in any event be effective unless the same shall be in writing and signed by
the party against which enforcement of such amendment or waiver or consent is
sought, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
Section 6. Notice Addresses. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be
deemed to have been duly given if sent by facsimile transmission (i) if to the
Market Agent, to the number set forth below and (ii) if to the Trustee, as set
forth in the Trust Agreement:
If to BAS: Banc of America Securities LLC
[representative and/or department]
100 North Tryon Street
Charlotte, North Carolina 28255
Facsimile: (704) ___-____
Section 7. Assignment. Except as provided in this Section 7, this
Agreement may not be assigned by the Market Agent without the prior consent of
the Trustee in accordance with the Trust Agreement. The Market Agent shall
have the right to transfer and assign all of its rights, duties, obligations
and liabilities under this Agreement to an affiliate of the Market Agent;
provided, however, that such transfer and assignment shall be upon the
condition that the due and punctual performance and observance of all the
terms and conditions of this Agreement and the Trust Agreement to be performed
by the Market Agent shall, by an agreement supplemental hereto, be assumed by
such affiliate just as fully and effectually as if such affiliate had been the
original party of the first part to this Agreement
Section 8. Governing Law. 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 such state (without reference to choice
of law doctrine).
Section 9. Entire Agreement. This Agreement embodies the entire
agreement and understanding among BAS, the Depositor and the Trustee and
supersedes any and all prior agreements and understandings among BAS, the
Depositor and the Trustee relating to the subject matter hereof.
Section 10. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
WITNESS WHEREOF, the parties hereto have executed and delivered this
Market Agent Agreement as of the day and year first above written.
[BANC OF AMERICA SECURITIES LLC]
By: ________________________________
Name:
Title:
[name of trustee], as Trustee
By: ________________________________
Name:
Title:
[BOND PRODUCTS DEPOSITOR LLC], as Depositor
By: ________________________________
Name:
Title: